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Part A - City of Minnetonka

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Part A - City of Minnetonka Powered By Docstoc
					                                                  AGENDA

                                   MINNETONKA CITY COUNCIL

                    REGULAR MEETING, MONDAY, DECEMBER 19, 2005

                                                  6:30 P.M.
                                           COUNCIL CHAMBERS

1.      CALL TO ORDER.

2.      PLEDGE OF ALLEGIANCE.

3.      ROLL CALL: Callison-Thomas-Wagner-Ellingson-Wiersum-Schneider-Anderson

4.      APPROVAL OF AGENDA.

5.      APPROVAL OF MINUTES: December 5, 2005 regular meeting.

6.      SPECIAL MATTERS:

        A.       Recognition of Mayor Karen Anderson.

7.      REPORTS FROM CITY MANAGER & COUNCIL MEMBERS.

8.      CITIZENS WISHING TO DISCUSS MATTERS NOT ON THE AGENDA.

9.      BIDS AND PURCHASES:

        A.      Consideration of quotes for Williston Fitness Center equipment.

                RECOMMENDATION: Award the quote to Push, Pedal, Pull Inc. in the
                amount of $43,175.10 (4 VOTES).


                                           CONSENT AGENDA
All matters listed under the Consent Agenda are considered to be routine by the city council and will be
enacted by one motion. There will be an explanation but no separate discussion on these items. If
discussion is desired, that item will be removed from the Consent Agenda and will be considered separately.
Concerning motions before the council, the council has provided that all motions of the council shall include
staff and commission recommendations as set out in tabular form unless specifically stated otherwise.

10.     Items requiring a majority vote:

        A.      Claims for council authorization – December 12, 2005.

        B.      Designation of the city’s official newspaper for 2006.

                       Minnetonka City Council meetings are broadcast live on channel 16.
                     Replays of this meeting can be seen during the following days and times:
                                   Mondays, 6:30 p.m., Wednesdays, 6:30 p.m.,
                                     Fridays, 12:00 p.m., Saturdays, 12:00 p.m.
                     For more information, please call 952.939.8200 or visit eminnetonka.com
CITY COUNCIL AGENDA                        Page 2                                DECEMBER 19, 2005

10.   Items requiring a majority vote – continued:

      C.      Approval of Supplemental Agreement Nos. 2, 3, and 8 for the CSAH
              73/CSAH 5 Intersection Improvements Project No. 5004R.

      D.      Final approval of the FRETHAM FIFTH ADDITION plat at 15815 Minnetonka
              Boulevard.

      E.      Final approval of the WILSON CHALL plat at 4701 Highland Road for Eric
              Bull.

      F.      Final approval of the DEEPHAVEN COVE plat at 3660 County Rd 101 for
              Deephaven Cove LLC.

      G.      Resolution approving Minnetonka Firefighters Relief Association by-laws
              amendments.

      H.      Amended lease agreement with Hennepin County for HAVA compliant voting
              equipment.

      I.      Resolution authorizing 2006 nonunion employee salary and benefit
              adjustments.

      J.      Approval of the 2006 salary adjustment for the City Manager.

      K.      Resolution amending the city’s employee health reimbursement arrangement
              (HRA) summary description and plan document.

      L.      Approval of labor agreement between the city of Minnetonka and Teamsters
              Local #320 – Police Officers.

11.   Items requiring Five Votes: None.

12.   INTRODUCTION OF ORDINANCES: None.
      An ordinance must be considered by the city council at two regular meetings before adoption. At the
      first meeting, the ordinance is introduced by the council. The city council may discuss and /or refer
      the ordinance to an advisory board for review and public comment. The ordinance will be placed on
      a second city council meeting agenda for adoption.

13.   PUBLIC HEARINGS: None.
CITY COUNCIL AGENDA                Page 3                          DECEMBER 19, 2005

14.   OTHER BUSINESS:

      A.   Items relating to the 2006 Operating Budget:

           1)     Resolution adopting a budget for the year 2006, a revised budget for
                  2005, and setting a tax levy for the year 2005, collectible in 2006.

           2)     Resolution setting a tax levy for the Bassett Creek Watershed
                  Management Tax District for the year 2005, collectible in 2006.

           RECOMMENDATION: Adopt the resolutions (4 VOTES).

      B.   Resolution authorizing the issuance of a hazardous building order for 4407
           Loretta Lane.

           RECOMMENDATION: Adopt the resolution (4 VOTES).

15.   APPOINTMENTS and REAPPOINTMENTS: None.

16.   ADJOURNMENT.
                           MINUTES
                   MINNETONKA CITY COUNCIL
           REGULAR MEETING, MONDAY, DECEMBER 5, 2005

1.   CALL TO ORDER.

     Mayor Anderson called the meeting to order at 6:30 p.m.

2.   PLEDGE OF ALLEGIANCE.

     All joined in the Pledge of Allegiance.

3.   ROLL CALL.

     Councilmembers Terry Schneider, Jan Callison, Al Thomas, Tony
     Wagner, Bob Ellingson, Brad Wiersum, and Karen Anderson were
     present.

4.   APPROVAL OF AGENDA.

     Callison moved, Wiersum seconded a motion to accept the agenda.
     Wagner advised that he would abstain on item #13A due to a conflict of
     interest (his employer is Carlson Companies). All voted “yes.” Motion
     carried.

5.   APPROVAL OF MINUTES:

     A.     November 21, 2005 executive meeting.

            Schneider moved, Thomas seconded a motion to approve the
            minutes of the November 21, 2005 Minnetonka City Council special
            closed executive meeting. Ellingson noted that he arrived late for
            the November 21 meeting. All voted “yes.” Motion carried.

     B.     November 28, 2005 regular council meeting.

            Schneider moved, Thomas seconded a motion to approve the
            minutes of the November 28, 2005 Minnetonka City Council regular
            meeting. All voted “yes.” Motion carried.

6.   SPECIAL MATTERS:

     A.     Retirement recognition of Duane Lenarz, public works.

            Anderson recognized D.J. Lenarz as he retired after 25 years of
            service with the city’s public works department. She noted that he
            received two EIA awards, and demonstrated outstanding customer
CITY COUNCIL MINUTES                  PAGE 2      MEETING OF DECEMBER 5, 2005

             service. Anderson presented him with an award in recognition of his
             service. Lenarz expressed his appreciation.

7.    REPORTS FROM CITY MANAGER & COUNCIL MEMBERS.

      Gunyou reported on the schedule for upcoming council meetings.

      Anderson reported that she, Schneider and Callison attended the grand
      opening for the Minnwest Bank at T.H. 7 and Williston Road. She noted
      that this construction cleaned up a blighted corner, and said that it was a
      wonderful architectural addition to the city. She acknowledged the efforts
      of the TwinWest Chamber with the grand opening.

      Anderson also reported that she attended the League of Minnesota Cities
      annual conference in Rochester. The meetings were interesting and
      instructive. Anderson distributed copies of the draft legislative policies and
      asked that staff and council members submit any comments to LMC
      before the policies are adopted in January. She also noted that City
      Manager John Gunyou received the President’s Award at the conference,
      in recognition of his participation on the League’s Financing Government
      Task Force.

8.    CITIZENS WISHING TO DISCUSS MATTERS NOT ON THE AGENDA.

      Fred Mulvaney, 10417 Crestridge Drive, asked the council to consider
      regulating temporary structures to cover boats. These structures are often
      greater than 120 square feet in size, but because they are temporary, do
      not fall under the building code or setback rules. He said that they are an
      eyesore, and can be built on property lines. He noted an example where
      such a structure straddles two property lines.

      Anderson explained the process for issues raised under this item, and
      asked if other council members would want more information on the topic.

      Gunyou said that staff was not aware of any complaints about these types
      of structures, but could look into it. Anderson asked if the structures would
      fall into the nuisance category.

      Schneider said that although the setback requirements would not apply to
      temporary structures, most lots have five foot easements around their
      exterior boundaries for utilities and the city does not allow construction
      within those easements. He suggested using those regulations rather than
      adopting new regulations.

      Mulvaney said that staff visited his property and looked at the problem. He
      complained about a property where one of these temporary structures
CITY COUNCIL MINUTES                 PAGE 3      MEETING OF DECEMBER 5, 2005

      exceeds 1,000 square feet in size, and that property already has two
      sheds.

      Anderson said that the council had not heard from others with similar
      concerns. She thanked Mulvaney for bringing the matter to the council’s
      attention.

      Mulvaney said that staff told him that these structures do not meet the
      definition of a building in the city’s ordinances.

      Peterson said that there is probably nothing in the ordinances regarding
      temporary structures, and thought that Mulvaney was asking the city to
      enact a regulation about them.

      Wagner, who drives this road three times a day, said that he would look at
      the situation, talk with Mulvaney, and then work with staff.

9.    BIDS AND PURCHASES:

      A.    Consideration of bids for an aerial lift bucket.

            Gunyou provided the staff report. In response to Anderson’s
            question, Gunyou said that the old unit would likely be sold through
            the county auction or through an on-line auction service.

            Callison moved, Thomas seconded a motion to award the bid to
            furnish and install an aerial lift bucket to ABM Equipment and
            Supply, Inc. for $38,160.00. All voted “yes.” Motion carried.

10.   CONSENT AGENDA (Items Requiring a Majority Vote):

      A.    Authorization of formal agreement with Sojourner Project
            Inc. for domestic abuse services for 2006.

            Wiersum moved, Wagner seconded a motion to renew the
            agreement with Sojourner Project for 2006 domestic abuse
            services. All voted “yes.” Motion carried.

      B.    Authorization of formal agreement with the Learning for Life
            Program of the Northern Star Council for a community-based
            juvenile diversion program for 2006.

            Anderson pulled this item from the consent agenda. She supports
            the program and said they do a good job for the city. She previously
            served on an advisory group to this organization, and noted that
            Callison currently serves in that capacity. Anderson noted the
CITY COUNCIL MINUTES                PAGE 4      MEETING OF DECEMBER 5, 2005

            difficulty of measuring the program’s success due to the private
            nature of juvenile records. However, Police Chief Rikala advised
            her that such data were beginning to be collected. She asked
            Rikala to explain the program.

            Rikala said that the diversion program is community based and
            helps juveniles who have committed low level property offenses.
            The program offers quicker consequences and a community
            service component. Statistics from 2004 indicate that 27 percent of
            the program participants re-offended, which is actually an excellent
            result. Most of those who re-offended did so as a result of use of
            alcohol, tobacco or drugs. Those who re-offend must go through
            the Juvenile Court system. Rikala said that over the past 10 years,
            the program has brought quick consequences instead of the long
            delays of Juvenile Court, and has provided an opportunity to work
            with juvenile offenders and their families.

            In response to Callison’s question, Rikala said that approximately
            100 to 120 offenders participate in the program annually.

            In response to Wiersum’s question, Gunyou said that the
            agreements in items 10A-C typically run close to the budgeted
            amounts. The providers do not receive more money if they go over
            the set amounts. Anderson noted that there were some
            adjustments made last year because the programs had consistently
            incurred additional expenses.

            Callison moved, Wagner seconded a motion to authorize an
            agreement with the Learning for Life Program of the Northern Star
            Council for the 2006 community-based juvenile diversion program.
            All voted “yes.” Motion carried.

      C.    Renewal of the mediation services agreement.

            Wiersum moved, Wagner seconded a motion to renew the
            mediation services agreement. All voted “yes.” Motion carried.

      D.    Memorandum of Understanding between the city of
            Minnetonka, Hopkins School District and CommonBond
            Communities for the Crown Ridge Advantage Center.

            Wiersum moved, Wagner seconded a motion to approve a
            Memorandum of Understanding between the city of Minnetonka,
            Hopkins School District and CommonBond Communities for the
            Crown Ridge Advantage Center. All voted “yes.” Motion carried.
CITY COUNCIL MINUTES                PAGE 5      MEETING OF DECEMBER 5, 2005

      E.    Proposed Order for a Tobacco License Stipulation.

            Wiersum moved, Wagner seconded a motion to issue Findings of
            Fact, Conclusion, and Orders for tobacco license violations, as
            follows:

                   Knutson’s Markets Corporation $250
                   Spielmann Standard Inc. $250

            All voted “yes.” Motion carried.

      F.    Resolutions pertaining to tax-forfeited land within the city of
            Minnetonka.

            Wiersum moved, Wagner seconded a motion to adopt Resolution
            No. 2005-145 authorizing the reconveyance of certain tax-forfeited
            land to the state of Minnesota and Resolution No. 2005-146
            requesting the conveyance of certain tax-forfeited land to the city of
            Minnetonka for drainage purposes. All voted “yes.” Motion carried.

      G.    Adoption of an ordinance regarding building permits and
            easements.

            Wiersum moved, Wagner seconded a motion to adopt Ordinance
            No. 2005-21 amending City Code Section 500.015 and 500.040
            regarding building permits and easements. All voted “yes.” Motion
            carried.

      H.    Resolutions ordering the abatement of nuisance conditions.

            Rankin advised that the property on McGinty Road West was now
            in compliance. Peterson noted that the owner of the Loretta Lane
            property advised that he was unable to abate the nuisance
            because his insurance company had not made payment for the fire
            damage. Due to those circumstances, staff asked that the
            resolution only address the landscaping issues, and staff would
            bring a hazardous building order to the council in the future.

            Wiersum moved, Wagner seconded a motion to adopt Resolution
            No. 2005-147 ordering the abatement of nuisance conditions
            existing at 4407 Loretta Lane as modified. All voted “yes.” Motion
            carried.

11.   Items requiring Five Votes: None.

12.   INTRODUCTION OF ORDINANCES: None.
CITY COUNCIL MINUTES                 PAGE 6      MEETING OF DECEMBER 5, 2005



13.   PUBLIC HEARINGS:

      A.    Public hearing to consider applications by Bon Appetit
            Management Company, for on-sale and Sunday on-sale
            intoxicating liquor licenses for Café Carlson restaurant, 701
            Carlson Parkway.

            Community Development Director Ron Rankin provided the staff
            report.

            Schneider moved, Thomas seconded a motion to continue the
            public hearing to consider applications by Bon Appetit Management
            Company, for an on-sale and Sunday on-sale intoxicating liquor
            licenses for Café Carlson restaurant, 701 Carlson Parkway to
            January 9, 2006.

            Anderson opened the public hearing at 7:01 p.m.

            Fred Mulvaney, 10417 Crestridge Dr., suggested limiting the
            license to the rotunda. Rankin responded that for purposes of this
            license, specific areas were requested, including the rotunda, the
            adjoining area of the café, and part of the rotunda balcony.

            Anderson noted that this was the first hearing for this license. She
            asked staff to look at the logistics for this license before the second
            hearing to determine the practicality of limiting the area of the
            license.

            Schneider, Callison, Thomas, Ellingson, Wiersum and Anderson
            voted “yes.” Wagner abstained due to a conflict of interest. Motion
            carried.

      B.    Truth-In-Taxation Hearing.

            Gunyou gave a presentation on the proposed 2006 budget, noting
            the following:

               •   The council previously discussed the proposed budget at
                   public meetings in August, September and November. The
                   proposed budget was in keeping with the council’s direction
                   at those meetings.
               •   Truth in Taxation notices were mailed to residences and
                   businesses. Minnetonka holds Truth in Taxation hearings,
                   even when they are not required, because Minnetonka
                   believes that residents have a right to be heard.
CITY COUNCIL MINUTES                PAGE 7       MEETING OF DECEMBER 5, 2005

               •   The 2006 budget will be adopted on December 19, pending
                   any changes directed by council tonight.
               •   Additional information was included in the presentation at the
                   request of council members due to the questions raised by
                   residents about total tax impacts. The presentation, and
                   detailed budget information will be available on the city’s
                   Web site. Staff plans to make budget information, which is
                   now being prepared in a more easily understood format,
                   available to the public earlier in future years.
               •   This is the first year that all of the city’s funds have been
                   included in the budget document.
               •   In keeping with Minnetonka’s practice of long-term financial
                   planning, the budget avoids major changes from year to
                   year—even when there are major outside impacts. For
                   example, the city lost one million dollars from the state a few
                   years ago, but moderated the impact of that loss through
                   proper preplanning. This long term planning approach allows
                   the city to ensure its ongoing capacity to provide quality
                   services at a reasonable price.
               •   The biggest challenge to this year’s budget continues to be
                   state-imposed mandates, which have been increasing over
                   recent years. The 2006 budget reflects in excess of one
                   million dollars of unfunded state mandates: the market value
                   home credit costs the city $622,000; state sales tax on city
                   purchases, $260,000; the PERA bailout $94,000 (this will
                   cost over $1 million over the next five years); and private
                   utility locates $60,000. This is not unique to Minnetonka--
                   every city is faced with similar issues.
               •   In August, the city council directed staff to reduce the
                   proposed budget by $280,000. Staff did that, which held the
                   budget growth to 4 percent - comparable with the city’s
                   historic budget growth. This increase will maintain current
                   services, and will place a priority on streets and public safety
                   (police and fire) services.
               •   In addition, the council recently adopted a road revitalization
                   program, which is designed to renew all local streets over
                   the next ten years. The new program addresses the
                   constraints created by flat state aid revenues over the past
                   decade, and the increasing need for the city to provide
                   matching funds for county and state road projects in
                   Minnetonka, which will continue over the next decade. The
                   new program has been publicized in local papers and in the
                   Minnetonka Memo. The council directed that the program be
                   phased in over two years to minimize the tax impacts.
CITY COUNCIL MINUTES                 PAGE 8       MEETING OF DECEMBER 5, 2005

               •   Examples were provided to show the total tax impacts on
                   various Minnetonka homes. A $330,000 home in the
                   Hopkins School District would pay $9 more to maintain
                   current city services, $30 more for the state mandates, and
                   an additional $50 for streets. This increase puts Minnetonka
                   in the upper middle range of cities throughout the
                   metropolitan area.
               •   An explanation was provided for the variance in numbers
                   that people will see on their Truth in Taxation notices.
                   Minnetonka’s share of the tax only represents 25% of the
                   total property tax bill – Hennepin County and area school
                   districts have a larger portion of the bill. Another major
                   impact is the change in market value. Many people think that
                   as property values increase, their property taxes
                   automatically go up too.
               •   That is not the whole picture because many state formulas
                   apply. Homes with values that increase faster will see
                   greater tax increases. Another factor is commercial values.
                   Although they have increased this year, commercial values
                   have been flat for several years, which has increased the
                   relative share that residential property taxes must pay. In
                   addition, the state made major changes to their formulas,
                   which put even more of the burden on residential properties.
               •   The state also artificially capped the value growth of
                   residential properties. The state began to phase this
                   program out a few years ago, so those homes saw increases
                   in value even though the actual value might not have
                   increased in that year. About one-third of the residential
                   properties in Minnetonka are still affected by this limited
                   market value program. Cities, counties and schools have
                   absolutely no control over these factors.
               •   Another factor in the tax bill is the school district in which the
                   property is located. About 60% of Minnetonka is in the
                   Hopkins School District, 30% in the Minnetonka School
                   District and 10% in the Wayzata School District. Due to
                   major changes in the state formula, school property taxes
                   are rising considerably statewide. District referendums also
                   affect the property tax bill.
               •   Home improvements also can affect the tax bill, over and
                   above general value increases.
               •   Minnetonka has consistently lowered its tax rate each year.
                   This year, 12% of our homeowners will see a decrease in
                   their property taxes, about 50% will see an increase of up to
                   10%, and others will see increases in the 10 to 15% range. A
                   small share (about 12 properties) will see increases in the 15
                   to 20% range. These changes reflect total property taxes,
CITY COUNCIL MINUTES                 PAGE 9       MEETING OF DECEMBER 5, 2005

                   including the city, county, school district, and regional
                   agencies. Examples were provided for homes of differing
                   values and factors.
               •   Many of Minnetonka’s services are supported by fees (water
                   and sewer, development reviews and enforcement, and
                   recreation services). Property tax dollars primarily go to
                   police and fire (37% of the total city tax bill), streets (31%, an
                   increase from past years due to the revitalization program),
                   and the park program (20%, also more than traditionally due
                   to the referendum).

            Gunyou summarized that the greatest impact to the city budget was
            due to state-imposed mandates. Staff cut $280,000 from the budget
            to hold the increase to 4%, the traditional annual growth.

            Schneider stressed the impact of the state reductions, and noted
            that the city cannot control that or inflation. He noted that callers
            often express skepticism, and the explanation needs to be made
            available so people can understand how the system works. He also
            noted the impact of fiscal disparities, which also affects Minnetonka
            taxpayers.

            Gunyou explained the fiscal disparities program, which was
            enacted in the 1970’s so that growth in the commercial tax base
            could be shared throughout the metropolitan area. Cities with a
            large growing tax base for commercial properties would share that
            benefit to avoid competition among cities. The net effect is that
            Minnetonka’s residential property taxes are about 10% higher than
            they would be without the program. Minnetonka has supported the
            fiscal disparity program because our city is regionally minded, but
            we are encouraging a review of the program, which has generally
            remained unchanged since its enactment.

            Wiersum thanked staff for adding the example slides to the
            presentation. He noted the frustration of residents in trying to
            understand the 9% increase and the impact of that on various
            properties.

            Wagner asked that the presentation be posted on the city’s Web
            site because it is a good educational tool. He noted that the council
            discussed several options for funding the road program. The city
            hasn’t used assessments, and bonding would have been
            expensive. He appreciated the feedback that the council received
            during the review of that program.

            Anderson opened public hearing at 7:33 p.m.
CITY COUNCIL MINUTES               PAGE 10      MEETING OF DECEMBER 5, 2005



            Jerry Bich, 3320 Hazelwood West, asked that in the future the
            Minnetonka Memo contain more detail. He wondered if the state
            revenue cuts and the mandates were the same. He asked how long
            it would take to shore up the PERA retirement plan and if those
            assessments would go away when that plan was solvent. He would
            also like more information about the mandates. He is an engineer
            and likes details. He has lived in Minnetonka for 25 years, and finds
            Minnetonka to be a very well-run city. He did not support the fiscal
            disparity program, and thought that it penalized well-run cities.

            Gunyou noted the changes to the format of the 2006 budget made
            by Finance Director Merrill King. In the past, the budget was mostly
            line items, information that was not very useful. The new format
            provides a detailed cover page for each department, including
            various tracking data. This information will be posted on the Web
            site. Gunyou encouraged residents to contact King for more
            information. He noted that the PERA bailout will be phased in over
            the next five years, and that the increased assessments to both
            employers and employees will be permanent.

            Anderson introduced King. Anderson asked for more details on the
            state mandates. She noted that there were cuts in the state
            revenue two to three years ago through a reduction in local
            government aid. Although Minnetonka didn’t get much revenue
            from the state, it lost all of its HACA revenue.

            Gunyou said that the city lost about $800,000 in market value
            homestead credit, and had to absorb that loss midway through a
            budget year. This created a great deal of problems for many cities,
            but Minnetonka had anticipated the loss and accommodated it by
            delaying some Capital Improvement projects—the five year
            program became a 5.5 year program. Some vacant positions were
            cut, but a road maintenance worker was added back last year when
            the resources were available.

            Schneider, who also has an engineering/architectural background,
            also appreciates detail, but noted the challenge of including all of
            the information in the Minnetonka Memo. He suggested that the
            Web site provide the details through sequential links, and the
            Memo continue to focus on the big picture. He noted that 85% of
            Minnetonka residents have Internet access. Anderson added that
            the budget is available in paper form for those without Web access.

            Greg Slater, 2500 Woodruff Spur, noted that the Plymouth Web site
            provides revenue and expenditures information, and he didn’t find
CITY COUNCIL MINUTES                 PAGE 11      MEETING OF DECEMBER 5, 2005

            similar information on Minnetonka’s site. He said that the average
            citizen is being overwhelmed by taxes and long term debt, and that
            has to change. The funding status quo won’t work in the future. It is
            frustrating for residents to figure out who is in charge of property
            taxes—every organization points the finger at another. The
            assumption is that the average citizen won’t pursue the information,
            but frustrations will be expressed at the ballot box next year. He
            noted that much of the onus for Minnetonka’s increase has been
            placed on the state. He asked what the council is doing to argue its
            position with the state.

            Anderson referred to the LMC policies she mentioned earlier in the
            meeting as a way for cities throughout the state to lobby the
            legislature and advise them that the city is hearing from its
            residents. The city is closest to the citizens and is easiest to
            approach. Minnetonka works with other cities to get the point
            across. The city manager and mayor attended a meeting last week
            with the Hopkins School District, and the mayors and managers of
            the largest cities in the district. About half of the local legislators
            attended. Information was shared that even though there wasn’t a
            tax increase at the state level, it was being exhibited at the local
            level through a trickle down effect. The recent discovery of a state
            surplus may provide some relief.

            Callison noted that cities don’t vote, so it doesn’t matter if every city
            does not support the current state policies. The council will meet
            with local legislators in February and they need to hear from
            residents about the impact on them. This is a very complex issue.

            Gunyou noted Slater’s comment about debt, and said that both the
            federal and state governments are going into more debt than they
            have traditionally. Minnetonka emphasizes a “pay as you go” policy.
            Our only debt is for utility bonds (supported by a utility fee) for a
            new water tower and treatment plant, and for park and open space
            bonds (supported by a voter-approved referendum). Minnetonka
            does not assess for streets or use assessment bonds, which cost
            more in the long run.

            Anderson said that the council discussed partial use of bonds for
            streets, but after looking at the long-run costs, decided that option
            would cost more than through property taxes.

            Wiersum said that the state has been operating under a no new
            taxes pledge. Everyone knows that there have been inflationary
            factors, but the state has insisted on not increasing taxes, and has
CITY COUNCIL MINUTES                PAGE 12      MEETING OF DECEMBER 5, 2005

            shifted the burden to cities. The city has tightened its belt and cut
            positions since the state’s pledge.

            Bob Clemenhagen, 16501 Elm Drive, complimented Gunyou on his
            many communications about both local and state budgets, and
            appreciated the increased visibility of the information. He is a
            member of the Senior Federation’s Tax Committee. At a recent
            meeting, they heard many of the same questions raised tonight.
            The issues are complicated and there is a lot of finger pointing. He
            noted that in addition to the state imposed mandates, there have
            been similar federal mandates, such as No Child Left Behind. The
            federal and state governments cannot pay for the things they have
            paid for in the past. The cities and counties must cut programs or
            raise taxes. Citizens fail to realize this. Citizens have to choose if
            they want to continue the service level and if they want to educate
            our children. If we don’t maintain the programs, the quality of life in
            the future will be adversely affected. Citizens are confused as to
            where to get the answers. The state is responsible for the property
            tax law. If citizens are upset about the market value system, they
            need to ask the governor and the legislators for changes. The city
            and county cannot do anything but be responsible for their budgets
            and for carrying out the mandates.

            Clemenhagen noted that last year, one percent of the increase in
            the budget was attributable to the shift in valuation from residential
            to commercial, and asked about the correlation for this year. He
            noted that the Binger estate was responsible for a good share of
            the state’s newly projected surplus. Clemenhagen thought that
            commercial property values would have increased this past year.
            He noted that the Senior Federation does not support the market
            based concept, which requires the property tax refund program to
            moderate impacts on lower-income homeowners. The program is
            unwieldy and costly to administer. An income approach is used to
            value the Mall of America. The existing system was established in
            1850, when we lived on the land and raised crops, so it was a
            pseudo income tax. There is very little relationship between the
            values of our homes to the services we receive. Citizens should
            look to the state and legislators for answers.

            Anderson said that the Senior Federation does a good job of
            educating people, and is especially helpful for seniors on a fixed
            income.

            Gunyou said that Clemenhagen was correct that these factors have
            played a major part in recent residential tax increases. The
            changes made by the state to the formula consciously put more
CITY COUNCIL MINUTES                PAGE 13      MEETING OF DECEMBER 5, 2005

            burden on residential property owners. Commercial growth was flat
            for several years, and the disparity increased. This is the first year
            commercial and residential value growth has been similar.

            Schneider said that federal mandates are difficult and insidious—
            we don’t know where they come from. Many are well-meaning,
            designed to improve the quality of life and the environment. There
            are new clean water mandates coming from the EPA through the
            state’s PCA, that will have major financial impacts to developers
            and cities—costs that will be borne by local residents.

            Fred Mulvaney, 10417 Crestridge Drive, said that there are several
            retired people in his neighborhood. He does not know how much
            their taxes increased, but his went up 17.26%. He does not know
            how people on a fixed income handle the increases. He said that
            the increases cannot continue forever. He asked if cities were tax
            exempt, like non-profits. Anderson said that cities are not exempt
            from the state sales tax. Mulvaney said that in his industry
            businesses are proactive and don’t just react to things, such as
            mandates.

            Gunyou reiterated that Minnetonka uses long term planning, which
            helped mitigate the service impacts of the state cuts. Anderson said
            that the city does not receive advance notice of federal and state
            mandates. Although the PERA problems were apparent for three to
            four years, there was no legislative solution until last session. The
            city does not have a crystal ball. She provided explanations of the
            examples that were given during Gunyou’s presentation.

            Mulvaney noted Clemenhagen’s suggestion that income be taken
            into account. Anderson said that the state requires cities to base
            property taxes on the true market value of the property, and not on
            the income of the people who live in the home. That was an idea of
            the Senior Federation, but it is not the system in effect. The state is
            responsible for the property tax law. She noted that the city will hold
            Board of Review hearings in April when people can challenge their
            home’s value.

            Gunyou noted the state’s 15% cap on increases in value. That
            program is confusing and is being phased out. The city has no
            control over it. The only control the city has is to set its budget. We
            then tell the county how much money the city needs. That amount
            is plugged into the formulas and tax bills are distributed across all
            properties pursuant to state law. He noted that Hennepin County
            allows seniors to work off a percentage of their tax bill. The 10%
            increase he used earlier was an example—each of Minnetonka’s
CITY COUNCIL MINUTES               PAGE 14      MEETING OF DECEMBER 5, 2005

            20,000 properties are different--some will go up more, and some
            less. Gunyou said that long term planning is difficult for local
            officials, since the state can change the rules overnight. Cities,
            counties and school districts provide the actual services citizens
            receive – not the state. The state collects the money and distributes
            it to cities, counties and school districts to provide those services.
            When they change the rules, there are often major impacts, since it
            takes time to adjust.

            Gunyou noted that when the state had financial difficulties a few
            years ago, we thought the budget crisis could not affect Minnetonka
            because we did not receive any local aid. However, the state
            instead required cities to pay for the state’s market value
            homestead credit program. No one could have predicted that.
            Minnetonka does an exceptional job of long term planning given the
            constraints put on us by the state.

            Mary McKee, 3842 Baker Road, appreciated the comments of the
            other speakers. She noted the frustration of knowing who to call.
            She appreciated the information in the Minnetonka Memo, and
            suggested that the city provide contact information for the other
            levels of government. Anderson said that the city does that
            occasionally, but could do so more frequently.

            In response to McKee’s question, Gunyou said that there will not be
            any special assessments for the new road program, which is
            unique among most cities. Minnetonka spreads those costs over
            the city’s entire tax base because over time, everyone benefits. He
            also noted that property taxes are tax deductible for income tax
            purposes, but special assessments are not. He clarified that
            assessments are no longer used for storm water projects, since the
            storm water fee was enacted. Gunyou also clarified that the 15%
            cap is on the market value, not on the taxes. In addition, the cap
            does not apply to home improvements.

            Callison noted that the federal government is considering deleting
            the deductibility of local taxes for income tax purposes.

            Oscar Erickson, 2721 Stone Circle, asked if there was a set
            percentage the city charges on taxable market values. Anderson
            said that there is a rate. Gunyou noted that the nomenclature had
            changed, and what was once called the mill levy is now called the
            tax capacity rate. Minnetonka’s is 28.473%. Minnetonka’s rate has
            gone down, and he could not remember a year where it had gone
            up. In response to Erickson’s question, Gunyou explained the
            calculations.
CITY COUNCIL MINUTES                 PAGE 15       MEETING OF DECEMBER 5, 2005



            Schneider explained that Erickson was referring to two different
            numbers. Thomas said that there is the increase for the operating
            budget, and an additional 5.5% increase for the roads. Anderson
            suggested that Erickson contact King to understand the specific
            impacts to his tax bill. Erickson said that his taxes have increased
            more than 58% since the storm sewer fee was imposed. Anderson
            said that change was in response to a federal clean water mandate.

            David Christenson, 15140 Lloyd Lane, had questions about home
            improvements. He felt that property owners were paying a premium
            in property taxes for improvements. They pay sales tax on
            materials, and then are taxed again for the increased value.
            Anderson agreed, and said that was because of the state laws.

            Anderson thanked the people who spoke. They raised important
            questions and good information came forward that would not
            otherwise have been heard. She closed the hearing at 8:29 p.m.

            Schneider noted the increase in the number of people who spoke.
            Their comments were thoughtful and reflected their desire to
            understand the process. In conversations with council members
            from other cities, he learned that people came to their hearings
            shouting and yelling, and asking the city to lower the taxes. He is
            amazed by the knowledge and involvement of Minnetonka
            residents—they ask serious and solid questions. He hoped that
            would continue in the future.

            At Callison’s prompting, Anderson reminded people of the
            citizenship academy which takes place in February. For one night
            each week, residents can get information about how the city is run.
            She encouraged people to sign up for the program through city hall.

            Thomas noted that in past years, few people showed up to speak.
            The questions raised tonight were good. He suggested that people
            with specific questions make an appointment to meet with staff. He
            noted that the process is difficult to understand. It is also difficult for
            the council when mandates are thrown on us, and the city has no
            control over that. It is a challenge for the city and staff to provide
            quality services. He noted that the tax changes can occur daily and
            weekly during the legislative session. He urged people to get the
            answers to be well informed and help the process.

            Wagner appreciated that the process used to consider the new
            road program, which allowed for feedback from residents through
            the community survey. The council found there was support for
CITY COUNCIL MINUTES                PAGE 16      MEETING OF DECEMBER 5, 2005

             rebuilding the roads. It was good that decision happened earlier in
             the year, before the budget process.

             Anderson noted that the council will consider adoption of the
             budget on December 19. She didn’t see any council indication for
             changes to the proposed budget.

             Wiersum thanked the residents who came out on a cold night to
             express their concerns about taxes. The city takes seriously the
             spending of the public’s money. Although the council was not
             completely comfortable with a 9.8% increase, the reality is that road
             improvements have been delayed and 5.5% of the increase relates
             to roads. Additional money could have been spent, but the council
             was uncomfortable increasing the budget by more than 10%. The
             operating budget increase is less than the rate of inflation -
             mandates and roads are driving the increase. He doesn’t like to
             raise taxes, but the city is getting a pretty good deal. Minnetonka
             doesn’t assess for road improvements. Compared to cities that do,
             Minnetonka’s increase isn’t higher. We have a fair tax rate
             compared to our peers.

14.   OTHER BUSINESS: None.

15.   APPOINTMENTS and REAPPOINTMENTS:

      A.     Appointment to the planning commission.

             Anderson provided background information for this item, noting that
             Brandt’s term would run to 2008.

            Anderson moved, Thomas seconded a motion to approve the
            appointment of Michael Brandt, to the planning commission, to
            serve the remainder of the term vacated by Terri Bonoff, effective
            upon Ms. Bonoff’s resignation date from the planning commission
            and expiring on January 31, 2008. All voted “yes.” Motion carried.

16.   ADJOURNMENT.

      Thomas moved, Wiersum seconded a motion to adjourn the meeting at
      8:37 p.m. All voted “yes.” Motion carried.

Respectfully submitted,


Kathleen Magrew
City Clerk
                             City Council Agenda Item #6A
                             Meeting of December 19, 2005

Brief Description:         Recognition of Mayor Karen J. Anderson.

Recommended Action:        Recognize Mayor Anderson.

Background

The city council is honored this evening to recognize one of Minnetonka’s outstanding
citizens. Mayor Karen Anderson is completing her third and final term as Mayor of
Minnetonka and, before that, served two terms on the city council as council member-
at-large. Her leadership and extraordinary contributions to our community are worthy of
our sincere gratitude.

Her involvement with the city began long before her election to the city council, as a
citizen member of the zoning ordinance task force that undertook a complete revision of
the city’s zoning law. As a council member, she was involved in the adoption of an
innovative zoning ordinance for the I-394 corridor, using a new concept of controlling
development based on the amount of traffic generated.

She is an expert on homeland security. Her passion and participation on the issue of
homeland security has provided a voice for smaller communities at the national level.
With her help, Minnetonka has secured nearly $1 million in grant money and equipment
for public safety.

Mayor Anderson has a long history of support for and advocacy for affordable housing.
Her involvement with the livable communities program and regional housing issues
goes back more than ten years. She was an early advocate of city support for affordable
housing and her continuing leadership on this issue has resulted in the addition of
hundreds of affordable homes in Minnetonka and other cities.

She has been a strong voice for improving governmental efficiency through
partnerships. During Karen’s tenure the city has collaborated with other organizations
on numerous important public projects, including:
   • Lindbergh Center with the Hopkins School District
   • Arts Center on 7 with the Minnetonka School District
   • Redevelopment of Shady Oak Beach with the city of Hopkins.
   • Redevelopment of Bennett Park with the Bennett Family Park Board.
   • Renovation of athletic fields and the activity structure at Hopkins West Junior
      High with the Hopkins School District.

Under Mayor Anderson’s leadership the city built the new public works facility, two water
towers, a water treatment plant, the Guilliam fields and the Gray’s Bay Marina. We
renovated Shady Oak Beach, purchased the Williston Center, and built the Glen Lake
Skateboard Park, several neighborhood parks and Ice Arena B, and increased city trails
Meeting of December 19, 2005                                                        Page 2
Subject: Recognition of Mayor Karen Anderson



from one mile in 1986 to more than 37 miles today. Karen was a key player in the
development of the parks renewal, natural resource management, and open space
preservation programs, as well as the innovative thin-overlay street renovation program.

Karen’s support was integral to converting the city’s all-volunteer fire department to a
combination paid and on-call staff. Under her leadership the department’s equipment
inventory increased by three engines and four ladder trucks. Upgrades to the fire
department played a major role in the improvement of the city’s fire rating.

During the past 20 years, with Karen’s leadership, the city’s financial stability has been
the envy of other cities. We’ve maintained the highly-coveted Aaa bond rating, an
almost unheard-of accomplishment for a city the size of Minnetonka, and for 20 years
running received the Government Finance Officer’s Association “Excellence in Financial
Reporting” award.

Karen’s leadership has extended beyond Minnetonka to various regional, state and
national organizations, including:

    •   Past-president of the National League of Cities (NLC), current officer on the
        NLC Board of Directors and NLC point person on homeland security issues.
    •   Presidential-appointed NLC representative to the State and Local Senior
        Advisory Committee to the Homeland Security Advisory Council.
    •   Member of the National Emergency Managers Association Homeland Security
        Committee.
    •   Director on the National Association of Regional Councils Board of Directors.
    •   Co-chair of the Regional Council of Mayors
    •   Past president of the League of Minnesota Cities, and former member of the
        League’s Insurance Trust Board of Directors.
    •   Past president of the Association of Metropolitan Municipalities.
    •   Past Chair of the Metropolitan Council’s Livable Communities Advisory
        Committee.
    •   Member of the Mayor’s Regional Housing Task Force.
    •   Past chair of the Governor’s Metropolitan Council Nominating Committee.

Our list of Karen’s contributions to Minnetonka is incomplete. In all of her activities,
though, she has remained a strong voice for Minnetonka. Her leadership, commitment
and passion will be missed.
Meeting of December 19, 2005                                                    Page 3
Subject: Recognition of Mayor Karen Anderson



Council Action

On behalf of the citizens of Minnetonka, the city council expresses its sincere
appreciation for Mayor Karen Anderson’s outstanding contributions to our community.
For more than 20 years, Karen’s leadership has inspired all of us. We are very proud of
her accomplishments and grateful for her extraordinary dedication to the city of
Minnetonka.



Minnetonka City Council
                             City Council Agenda Item #9A
                             Meeting of December 19, 2005


Brief Description:          Consideration of quotes for Williston Fitness Center
                            equipment.

Recommended Action:         Award the quote to Push, Pedal, Pull Inc. in the amount of
                            $43,175.10.

Background

This fall the Williston Fitness Center staff began researching the replacement of existing
cardiovascular equipment (8 treadmills, 4 exercise bikes) because of the increased
number of times the equipment was out of order. In addition, this year the increasing
number and cost of repairs associated with this equipment was approximately equal to
the cost of four new bikes. Other considerations by staff include: the facility is entering
its peak business season; this equipment is used extensively; it is vital to the facility’s
revenue stream; and the equipment is near the end of its useful life.

Initially it was estimated this equipment would be replaced in 2007. The benefits of
replacing the equipment now are increased reliability (almost no down-time) and
decreased future maintenance costs (zero cost in 2006).

Historically, Williston has leased its exercise equipment and budgets for these costs in
its regular annual operating plan. Such an arrangement for the equipment to be
purchased here would require a five-year capital lease with annual payments of $10,200
and a $1.00 buyout at the end of the term. In order to be more cost efficient, however,
staff is recommending that the city purchase the equipment using an interfund loan to
be paid back within four years (annual payments of $10,800) using the same budgeted
funds. The total amount may be paid back sooner if revenues allow. Financing the
purchase this way would save the city almost $8,000.

Summary of Quotes

Staff received the following two written quotes for the equipment from:

           Contractor                    Total Quote
Push, Pedal, Pull Inc.                    $43,175.10
2nd Wind Exercise Equipment               $56,762.00

Both quotes include trade-in and removal of existing equipment, industry standard
warranty and installation. A third quote was received for equipment that did not meet
specifications.
Council Meeting of December 19, 2005                                   Page 2 of 2
Consideration of quotes for Williston Fitness Center equipment.


Recommendation

Approve the quote and authorize purchase of the exercise equipment from Push, Pedal,
Pull Inc. in the amount of $43,175.10.


Submitted through:
      John Gunyou, City Manager
      Merrill King, Director of Finance
      Dave Johnson, Director of Recreation Services

Originated by:
       Kelly O’Dea, Williston Fitness Center Manager
       Mike Pavelka, Facilities Manager
                           City Council Agenda Item #10A
                           Meeting of December 19, 2005


Brief Description:         Claims for council authorization.

Recommended Action:        Approve the claims list.


Background

The attached claims list includes checks numbered 193418 through 193697, totaling
$728,751.97.

Recommendation

Staff recommends approval of the claims list.



Submitted through:
      John Gunyou, City Manager
      Merrill King, Finance Director

Originated by:
       Mari Braatz, Accounts Payable
 R55CKSUM LOG20000                                      CITY OF MINNETONKA      12/7/2005 10:02:20

                                                        Council Check Summary   Page -          1

                                                                  -

Company                                      Amount
01000 GENERAL FUND                         150,166.27
02102 DWI                                      116.09
02200 CABLE TELEVISION FUND                  5,214.00
02300 COMMUNITY DVLP BLOCK GRANT FD          8,419.34
03400 SOILS DISTRICT #1                        601.57
03520 2002 PARK BONDS                          350.00
04100 CAPITAL REPLACEMENT FUND              11,314.24
04230 IT TECHNOLOGY DVLP FUND                4,085.81
04300 TIF DEVELOPMENT ACCOUNT                6,667.75
04400 STREET IMPROVEMENT FUND               77,922.28
04450 LIVEABLE COMMUNITIES HOUSNG FD           560.00
04520 2002 PARK BONDS                      113,131.19
04700 PARK DEDICATION FUND                  10,620.12
04800 SPECIAL ASSESSMENT CONST FUND         17,528.28
05100 UTILITY FUND                         125,947.55
05200 ICE ARENA FUND                        18,463.54
05300 ENVIRONMENTAL FUND                        55.04
05400 WILLISTON CENTER                       3,129.93
05500 GRAYS BAY MARINA                         203.64
05600 STORM WATER FUND                      16,889.53
06100 INSURANCE FUND                        30,156.05
07300 PAYROLL CLEARING FUND                127,209.75

                           Report Totals   728,751.97
 R55CKREG      LOG20000                                                               CITY OF MINNETONKA                                                                         12/7/2005 10:01:38

                                                                                      Council Check Register                                                                     Page -          1

                                                                                                  --


Check #    Date           Amount     Supplier / Explanation        PO #   Doc No   Inv No                 Account No     Subledger Account Description           Business Unit
193418    11/23/2005                 127182 ALL STATE COMMUNICATIONS
                          3,652.95   FIBER OPTIC CABLING-WTP 16           60166    5946                   5119.6590                OTHER CAPITAL OUTLAY          WATER SYSTEM IMPROVEMENTS
                          3,652.95


193419    11/23/2005                 103694 BCA IDENTIFICATION UNIT
                           145.00    FNGRPRINTNG:LIQOUR LICENSE APP       60167    20051122               1150.6399                OTHER MISCELLANEOUS EXPEND    POLICE
                           145.00


193420    11/23/2005                 101343 CITIES COMMUNICATIONS INC.
                          1,341.90   FIBER PATCH PANELS                   60168    389732                 5119.6590                OTHER CAPITAL OUTLAY          WATER SYSTEM IMPROVEMENTS
                          1,341.90


193421    11/23/2005                 102036 DAVANNIS
                            26.83    ELECTIONS                            60169    158123-C                                        CONF & SUB - ORGANIZATIONAL   GENERAL ADMINISTRATION
                                                                                                       1020.6332.ORG
                            28.50                                         60211    158139-C               1160.6332                CONFERENCES & SUBSISTENCE     FIRE
                            55.33


193422    11/23/2005                 113157 DETAIL ELECTRIC
                          3,037.01   FIBER OPTIC PROJ-WATER TOWERS        60170    1821                   4231.6530                FURNITURE & EQUIPMENT         CITY TECHNOLOGY GRANTS
                          3,037.01


193423    11/23/2005                 116307 DTI
                           223.23    LONG DISTANCE CHGS                   60171    20051122               1040.6321                TELEPHONE                     INFORMATION TECHNOLOGY
                           223.23


193424    11/23/2005                 125266 FEDERAL EXPRESS
                            19.84                                         60172    3-153-65173            1150.6322                POSTAGE                       POLICE
                            29.79                                         60172    3-153-65173            1040.6322                POSTAGE                       INFORMATION TECHNOLOGY
                            49.63


193425    11/23/2005                 126367 FOR ALL OCCASIONS CATERING
                           160.83    COUNCIL MEAL                         60173    111401                 1010.6332                CONFERENCES & SUBSISTENCE     MAYOR AND CITY COUNCIL
                           160.83


193426    11/23/2005                 127184 GREAT DIGITAL PHOTOS
                            48.46    3 SHEETS OF COPIES-GLEN LK NEG       60174    G2-432918              2210.6380.OH             EVENTS - OPEN HOUSE           CABLE TELEVISION
                           122.11    2 SETS PRINTS:B.JOHNSON HX SLD       60175    G2-432532              2210.6380.OH             EVENTS - OPEN HOUSE           CABLE TELEVISION
                           170.57


193427    11/23/2005                 126368 HENNEPIN COUNTY TRANSPORTATION
                           265.00    HENN CTY PERMIT FEE                  60176    20051122               2210.6530                FURNITURE & EQUIPMENT         CABLE TELEVISION
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                      12/7/2005 10:01:38

                                                                                       Council Check Register                                                                  Page -          2

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation         PO #   Doc No   Inv No              Account No   Subledger Account Description             Business Unit
                           265.00


193428    11/23/2005                 100168 HOPKINS POSTMASTER
                          3,432.99   PERMIT #183 DEC 05 MTKA MEMO          60177    20051122             2210.6346             NEWSLETTERS                     CABLE TELEVISION
                          3,432.99


193429    11/23/2005                 117245 INTER-TEL
                            93.50    PHONE SYSTEM RACK                     60178    1723897              4230.6530             FURNITURE & EQUIPMENT           IT TECHNOLOGY DVLP FUND
                            93.50


193430    11/23/2005                 100262 IUOE LOCAL #49
                          1,290.00   DUES                                  60179    000-00-7900          7300.2217             UNION DUES PAYABLE - LOCAL 49   PAYROLL CLEARING FUND
                          1,290.00


193431    11/23/2005                 101462 LAW ENFORCEMENT LABOR SERVICES
                           296.00    DUES-NOV                              60180    20051122             7300.2231             LELS DUES PAYABLE               PAYROLL CLEARING FUND
                           296.00


193432    11/23/2005                 106067 MARKERTEK
                           118.49    CONTROL ROOM WIRING                   60181    657836               2210.6399             OTHER MISCELLANEOUS EXPEND      CABLE TELEVISION
                           118.49


193433    11/23/2005                 105614 MCLEOD USA
                            86.17    DSL-SHADY OAK BEACH                   60182    2578176              1818.6321             TELEPHONE                       SHADY OAK BEACH
                            86.17


193434    11/23/2005                 100140 MN DEPT OF REVENUE
                           447.62    GARNISHMENT 11/23/05                  60183    20051122             7300.2222             MISCELLANEOUS DEDUCT PAYABLE    PAYROLL CLEARING FUND
                           447.62


193435    11/23/2005                 100145 MN TEAMSTERS LOCAL 320
                           130.32    TEAMLEGAL                             60184    20051122             7300.2233             LEGAL DEFENSE FUND              PAYROLL CLEARING FUND
                           826.00    SGT DUES                              60184    20051122             7300.2218             UNION DUES PAYABLE - POLICE     PAYROLL CLEARING FUND
                          2,338.60   POLICE DUES                           60184    20051122             7300.2218             UNION DUES PAYABLE - POLICE     PAYROLL CLEARING FUND
                          3,294.92


193436    11/23/2005                 127187 MOORHEAD, KYLE
                           425.81    AV REPAIRS                            60212    5105                 2210.6399             OTHER MISCELLANEOUS EXPEND      CABLE TELEVISION
                           425.81


193437    11/23/2005                 126729 OFFICE OF ENTERPRISE TECHNOLOG
                            35.96    MONTHLY BUSINESS LINES                60186    W05090563            1030.6321             TELEPHONE                       COMMUNITY CENTER
 R55CKREG      LOG20000                                                               CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                      Council Check Register                                                                   Page -          3

                                                                                                  --


Check #    Date           Amount     Supplier / Explanation        PO #   Doc No   Inv No              Account No   Subledger Account Description              Business Unit
                            57.85    MONTHLY BUSINESS LINES               60186    W05090563            3401.6308             MONITORING COSTS - HEDBERG TIF   SOILS DISTRICT #1 REV & EXP
                            60.08    MONTHLY BUSINESS LINES               60186    W05090563            5500.6321             TELEPHONE                        GRAYS BAY MARINA
                            71.92    MONTHLY BUSINESS LINES               60186    W05090563            1818.6321             TELEPHONE                        SHADY OAK BEACH
                           383.21    MONTHLY BUSINESS LINES               60186    W05090563            1150.6321             TELEPHONE                        POLICE
                           432.43    MONTHLY BUSINESS LINES               60186    W05090563            1160.6321             TELEPHONE                        FIRE
                           525.11    MONTHLY BUSINESS LINES               60186    W05090563            1140.6321             TELEPHONE                        PARK MAINTENANCE
                           554.25    MONTHLY BUSINESS LINES               60186    W05090563            1040.6321             TELEPHONE                        INFORMATION TECHNOLOGY
                          2,120.81


193438    11/23/2005                 124725 QWEST
                          1,871.48   MTKA PSAP E911                       60187    20051122             1000.2032             911 FEES PAYABLE                 GENERAL FUND
                          1,871.48


193439    11/23/2005                 106188 SAM'S CLUB
                            14.95                                         60188    009991               1030.6332             CONFERENCES & SUBSISTENCE        COMMUNITY CENTER
                            14.95


193440    11/23/2005                 101796 SIMPLEX TIME RECORDER CO.
                           291.41    FIRE ALARM REPAIR                    60189    61661667             5210.6361             BUILDINGS & STRUCTURES           ICE ARENA
                           291.41


193441    11/23/2005                 126655 T-MOBILE
                            29.99    GPS CELL PHONE SERVICE               60190    20051122             1100.6321             TELEPHONE                        ENGINEERING
                            29.99


193442    11/23/2005                 127186 TAPANI, STEVE
                          4,564.00   CDBG #80 DEMO & RECONS DECK          60191    20051122             2300.6319             OTHER PROFESSIONAL/CONSULTING COMMUNITY DVLP BLOCK GRANT FD
                          4,564.00


193443    11/23/2005                 102560 TIME WARNER CABLE
                            56.11    CITY MNGR CABLE MODEM                60192    20051122             1020.6326             TELECOMMUNICATIONS               GENERAL ADMINISTRATION
                           113.95    GLEN LAKE CABLE MODEM                60192    20051122             1150.6321             TELEPHONE                        POLICE
                           308.24    COUNCIL CABLE MODEM                  60192    20051122             1010.6326             TELECOMMUNICATIONS               MAYOR AND CITY COUNCIL
                           478.30


193444    11/23/2005                 127183 TOTAL COMFORT
                          3,501.00   CDBG#80 NEW FURNACE                  60193    51108                2300.6319             OTHER PROFESSIONAL/CONSULTING COMMUNITY DVLP BLOCK GRANT FD
                          3,501.00


193445    11/23/2005                 119151 TWIN CITY ENVELOPE
                            50.48    3000 #10 BLANK WHITE ENV             60194    00019822             1170.6210             OFFICE SUPPLIES                  UNALLOCATED
                            50.48
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                          12/7/2005 10:01:38

                                                                                          Council Check Register                                                                   Page -          4

                                                                                                      --


Check #    Date           Amount     Supplier / Explanation        PO #    Doc No   Inv No                 Account No   Subledger Account Description              Business Unit


193446    11/23/2005                 103122 UNDERGROUND PIERCING
                          1,455.00   CIVIC CENTER MARQUIS SIGN             60195    15019                   4426.6523             CIVIC CTR BUILDING IMPROVEMENT   CIVIC CENTER PARK RENEWAL
                          1,455.00


193447    11/23/2005                 114249 UPS
                            14.99    SHIPPING                              60196    0000V8752E455           1040.6322             POSTAGE                          INFORMATION TECHNOLOGY
                            14.99


193448    11/23/2005                 124083 VERIZON
                            50.20    WILLISTON CTR SUPERPAGES AD           60202    390010277846            5410.6321             TELEPHONE                        WILLISTON CENTER
                            50.20


193449    11/23/2005                 104786 VERIZON WIRELESS
                            36.38                                          60197    3642883290              1090.6321             TELEPHONE                        PLANNING
                            54.28                                          60198    3639575416              1010.6321             TELEPHONE                        MAYOR AND CITY COUNCIL
                            43.10                                          60199    20051122                5210.6321             TELEPHONE                        ICE ARENA
                           249.50                                          60200    3643194339              1020.6228             ELECTION SUPPLIES                GENERAL ADMINISTRATION
                            89.31                                          60201    3637875382              1020.6228             ELECTION SUPPLIES                GENERAL ADMINISTRATION
                           472.57


193450    11/23/2005                 124365 VIKING ELECTRICAL SUPPLY INC
                           252.66    CATEGORY 5 CABLE                      60203    9422867                 1040.6362             FURNITURE & EQUIPMENT            INFORMATION TECHNOLOGY
                           122.76    LABELS                                60204    69422895                1040.6210             OFFICE SUPPLIES                  INFORMATION TECHNOLOGY
                            20.69    LABELS                                60205    9422911                 1040.6210             OFFICE SUPPLIES                  INFORMATION TECHNOLOGY
                           396.11


193451    11/23/2005                 102035 WAYZATA, CITY OF
                          6,202.65   PURCHASED WATER                       60209    20051122                5110.6353             WASTE DISPOSAL                   WATER & SEWER UTILITY
                          6,202.65


193452    11/23/2005                 126522 WAYZATA, CITY OF
                            12.75    VEHICLE REGISTRATION                  60206    20051122                4101.6540             MACHINERY AND AUTOMOBILE         CAPITAL REPLACE FUND REV & EXP
                            12.75


193453    11/23/2005                 126522 WAYZATA, CITY OF
                           279.49    VEHICLE REGISTRATION                  60207    20051122                4101.6540             MACHINERY AND AUTOMOBILE         CAPITAL REPLACE FUND REV & EXP
                           279.49


193454    11/23/2005                 126522 WAYZATA, CITY OF
                          1,748.00   VEHICLE REGISTRATION                  60208    200                     4101.6540             MACHINERY AND AUTOMOBILE         CAPITAL REPLACE FUND REV & EXP
                          1,748.00
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                          12/7/2005 10:01:38

                                                                                       Council Check Register                                                                      Page -          5

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation         PO #   Doc No   Inv No                 Account No   Subledger Account Description              Business Unit


193455    11/23/2005                 101290 XCEL ENERGY
                            10.53                                          60210    20051122               3401.6308              MONITORING COSTS - HEDBERG TIF   SOILS DISTRICT #1 REV & EXP
                            35.71                                          60210    20051122               2210.6380              EVENTS                           CABLE TELEVISION
                           143.56                                          60210    20051122               5500.6352              ELECTRICITY                      GRAYS BAY MARINA
                           159.23                                          60210    20051122               1150.6352              ELECTRICITY                      POLICE
                           213.86                                          60210    20051122               1818.6352              ELECTRICITY                      SHADY OAK BEACH
                          1,074.28                                         60210    20051122               1130.6352              ELECTRICITY                      EQUIPMENT MAINTENANCE
                          1,084.53                                         60210    20051122               1140.6352              ELECTRICITY                      PARK MAINTENANCE
                          3,418.18                                         60210    20051122               1030.6352              ELECTRICITY                      COMMUNITY CENTER
                          8,327.60                                         60210    20051122               1080.6352              ELECTRICITY                      BUILDINGS & GROUNDS
                       10,297.57                                           60210    20051122               5210.6352              ELECTRICITY                      ICE ARENA
                       28,158.08                                           60210    20051122               5110.6352              ELECTRICITY                      WATER & SEWER UTILITY
                       33,203.21                                           60210    20051122               1120.6352              ELECTRICITY                      STREET MAINTENANCE
                       86,126.34


193490    12/1/2005                  127189 ALL THE TRIMMINGS CATERING
                           886.19    THANKSGIVING DINNER                   60213    113005                 1885.6229              OTHER OPERATING SUPPLIES         SR CTR ACCT EXCLUDING SR. TRIP
                           886.19


193491    12/1/2005                  126948 ANDERSON, JAMES D JR. AND RACH
                          7,300.00   PERM EASEMENT - PYMT IN FULL          60214    113005                 4425.6570              ROADWAY IMPROVEMENTS             2005 PAVEMENT REHAB
                          7,300.00


193492    12/1/2005                  126993 ASSURANT EMPLOYEE BENEFITS
                          3,648.22   LTD PREMIUMS - 2005 DEC               60215    4004363                7300.2214              LIFE INSURANCE PAYABLE           PAYROLL CLEARING FUND
                          3,648.22


193493    12/1/2005                  100944 CHENEY, AMY
                            18.36-   PERSONAL CELL PHONE                   60216    113005                 1040.6321              TELEPHONE                        INFORMATION TECHNOLOGY
                            42.92    ELECTIONS                             60216    113005                                        CONF & SUB - ORGANIZATIONAL      GENERAL ADMINISTRATION
                                                                                                        1020.6332.ORG
                            24.56


193494    12/1/2005                  115782 COUSINS SUBS
                           173.91                                          60217    319599                 1885.6229              OTHER OPERATING SUPPLIES         SR CTR ACCT EXCLUDING SR. TRIP
                           173.91


193495    12/1/2005                  102036 DAVANNIS
                           151.34                                          60218    158129                 1160.6332              CONFERENCES & SUBSISTENCE        FIRE
                            35.93                                          60219    158132                 1160.6332              CONFERENCES & SUBSISTENCE        FIRE
                            38.03    ELECTIONS                             60220    158130                                        CONF & SUB - ORGANIZATIONAL      GENERAL ADMINISTRATION
 R55CKREG      LOG20000                                                                 CITY OF MINNETONKA                                                                         12/7/2005 10:01:38

                                                                                        Council Check Register                                                                     Page -          6

                                                                                                    --


Check #    Date           Amount     Supplier / Explanation          PO #   Doc No   Inv No                 Account No   Subledger Account Description             Business Unit
                                                                                                         1020.6332.ORG
                           141.25    COUNCIL PIZZA                          60221    158126                 1010.6332              CONFERENCES & SUBSISTENCE       MAYOR AND CITY COUNCIL
                           366.55


193496    12/1/2005                  127190 EXTENDO BED COMPANY
                          9,876.81   STORAGE TRAY SYSTEM FOR CARS           60222    25751                  4101.6540              MACHINERY AND AUTOMOBILE        CAPITAL REPLACE FUND REV & EXP
                           602.81-                                          60222    25751                  4100.2311              USE TAX PAYABLE                 CAPITAL REPLACEMENT FUND
                          9,274.00


193497    12/1/2005                  126367 FOR ALL OCCASIONS CATERING
                            61.24    CONF & SUB PC MEAL 11-17-05            60223    111701                 1090.6332              CONFERENCES & SUBSISTENCE       PLANNING
                           186.25    COUNCIL MEAL                           60224    112801                 1010.6332              CONFERENCES & SUBSISTENCE       MAYOR AND CITY COUNCIL
                           247.49


193498    12/1/2005                  124719 GRACE NOTES TRIO
                           280.00    MUSICIANS FOR 12/13                    60239    113005                 1885.6229              OTHER OPERATING SUPPLIES        SR CTR ACCT EXCLUDING SR. TRIP
                           280.00


193499    12/1/2005                  126452 IMPOLA, TIMO
                           354.34    CDBG #80                               60253    113005                 2300.6319              OTHER PROFESSIONAL/CONSULTING COMMUNITY DVLP BLOCK GRANT FD
                           354.34


193500    12/1/2005                  100389 INTL SOCIETY OF ARBORICULTURE
                           135.00    DUES/MEMBERSHIPS                       60225    113005                 1090.6391              DUES, SUBSCRIPT & MEMBERSHIPS   PLANNING
                           135.00


193501    12/1/2005                  114362 IT TAKES THE CAKE
                            90.00    FAREWELL EVENT                         60226    113005                                        CONF & SUB - ORGANIZATIONAL     GENERAL ADMINISTRATION
                                                                                                         1020.6332.ORG
                            90.00


193502    12/1/2005                  103177 JOURNAL OF LIGHT CONSTRUCTION,
                            59.95    SUBSCRIPTION                           60227    113005                 1110.6391              DUES, SUBSCRIPT & MEMBERSHIPS   COMMUNITY DEVELOPMENT
                            59.95


193503    12/1/2005                  103439 LINDAHL, JOHN
                           431.28    PD PAINTING                            60228    1021                   1080.6361              BUILDINGS & STRUCTURES          BUILDINGS & GROUNDS
                           431.28    PD PAINTING                            60228    1021                   1150.6361              BUILDINGS & STRUCTURES          POLICE
                           862.56


193504    12/1/2005                  100143 MEDICA CHOICE
                      43,863.08      2005 BILLING DEC CUST #331304          60229    0004778978             7300.2215              HEALTH INSURANCE PAYABLE        PAYROLL CLEARING FUND
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                   12/7/2005 10:01:38

                                                                                         Council Check Register                                                               Page -          7

                                                                                                      --


Check #    Date           Amount     Supplier / Explanation        PO #      Doc No   Inv No               Account No   Subledger Account Description         Business Unit
                       48,205.61     CUST #330760 (GROUP #30034)             60230    0004779340           7300.2215              HEALTH INSURANCE PAYABLE    PAYROLL CLEARING FUND
                          2,838.33   CUST 333602 (GROUP #30534)              60231    0004779256           7300.2215              HEALTH INSURANCE PAYABLE    PAYROLL CLEARING FUND
                       15,272.51     CUST #335093 (GROUP #30634)             60232    0004783715           7300.2215              HEALTH INSURANCE PAYABLE    PAYROLL CLEARING FUND
                      110,179.53


193505    12/1/2005                  121175 METLIFE SMALL BUSINESS CENTER
                          7,820.46   2005 DENTAL PREMIUMS DEC                60233    KM05564624           7300.2229              MET LIFE PAYABLE            PAYROLL CLEARING FUND
                          7,820.46


193506    12/1/2005                  100248 MILLER DUNWIDDIE INC
                           554.56    ARCHITECTURAL                           60234    11207                1160.6231              BUILDING                    FIRE
                           554.56


193507    12/1/2005                  101328 MN NCPERS GROUP LIFE INS - 632
                           233.00    LIFE INSURANCE                          60235    63201205             7300.2214              LIFE INSURANCE PAYABLE      PAYROLL CLEARING FUND
                           233.00


193508    12/1/2005                  100838 MOORE MEDICAL CORPORATION
                          1,490.86   MEDICAL SUPPLIES                        60236    48259945             1160.6333              TRAINING                    FIRE
                          1,490.86


193509    12/1/2005                  127191 NAKASONE, EDWIN
                            75.00    PEARL HARBOR SPEAKER                    60237    113005               1885.6229              OTHER OPERATING SUPPLIES    SR CTR ACCT EXCLUDING SR. TRIP
                            75.00


193510    12/1/2005                  119213 NEXTEL COMMUNICATIONS
                            45.46    MONTHLY CELL PHONE CHARGES              60238    264073312-047        1020.6321              TELEPHONE                   GENERAL ADMINISTRATION
                           139.08    MONTHLY CELL PHONE CHARGES              60238    264073312-047        1040.6321              TELEPHONE                   INFORMATION TECHNOLOGY
                           184.54


193511    12/1/2005                  102031 PITNEY BOWES
                           179.95    POSTAGE SUPPLIES                        60240    113005               1170.6210              OFFICE SUPPLIES             UNALLOCATED
                           179.95


193512    12/1/2005                  127192 SCHERBER, FLOYD
                            19.00    DEF DRVING CLASS REFUND                 60241    113005               1885.6229              OTHER OPERATING SUPPLIES    SR CTR ACCT EXCLUDING SR. TRIP
                            19.00


193513    12/1/2005                  100804 SENSIBLE LAND USE COALITION
                            90.00    DEC 2005 SENSIBLE LAND USE COA          60242    113005               1110.6332              CONFERENCES & SUBSISTENCE   COMMUNITY DEVELOPMENT
                            90.00
 R55CKREG      LOG20000                                                               CITY OF MINNETONKA                                                                  12/7/2005 10:01:38

                                                                                      Council Check Register                                                              Page -          8

                                                                                                  --


Check #    Date           Amount     Supplier / Explanation      PO #     Doc No   Inv No              Account No   Subledger Account Description         Business Unit
193514    12/1/2005                  100804 SENSIBLE LAND USE COALITION
                            60.00    SEMINAR                              60243    113005               1090.6332             CONFERENCES & SUBSISTENCE   PLANNING
                            60.00


193515    12/1/2005                  126620 SHAW, JAMES
                            70.00    MUSICIANS FOR 11/20                  60244    113005               1885.6229             OTHER OPERATING SUPPLIES    SR CTR ACCT EXCLUDING SR. TRIP
                            70.00


193516    12/1/2005                  125252 SPRINT
                            56.02    WIRELESS                             60245    113005               5600.6326             TELECOMMUNICATIONS          STORM WATER FUND
                           112.04    WIRELESS                             60245    113005               1040.6326             TELECOMMUNICATIONS          INFORMATION TECHNOLOGY
                           168.06    WIRELESS                             60245    113005               5110.6321             TELEPHONE                   WATER & SEWER UTILITY
                           392.14    WIRELESS                             60245    113005               1110.6321             TELEPHONE                   COMMUNITY DEVELOPMENT
                          1,132.18   WIRELESS                             60245    113005               1150.6393             RENTS & LEASES              POLICE
                          1,860.44


193517    12/1/2005                  126655 T-MOBILE
                            31.60    WIRELESS ACCESS                      60246    113005               1040.6326             TELECOMMUNICATIONS          INFORMATION TECHNOLOGY
                            31.60


193518    12/1/2005                  121620 THANE HAWKINS POLAR CHEVROLET
                      26,392.36      41017 AERIAL BUCKET                  60247    113005               5110.6540             MACHINERY AND AUTOMOBILE    WATER & SEWER UTILITY
                      26,392.36


193519    12/1/2005                  125959 UNIBIND, INC.
                           362.89    UNIBIND SUPPLIES                     60248    S105-11-0541         1170.6210             OFFICE SUPPLIES             UNALLOCATED
                           362.89


193520    12/1/2005                  113405 UNIVERSITY OF MINNESOTA
                           140.00    BLDG OFFICIALS CLASS - #2            60249    113005               1160.6333             TRAINING                    FIRE
                           140.00


193521    12/1/2005                  104786 VERIZON WIRELESS
                             2.77                                         60250    113005               5310.6321             TELEPHONE                   ENVIRONMENTAL FUND
                             8.51                                         60250    113005               1100.6321             TELEPHONE                   ENGINEERING
                            34.04                                         60250    113005               1070.6321             TELEPHONE                   ASSESSING
                            38.03                                         60250    113005               1190.6321             TELEPHONE                   ENVIRONMENTAL HEALTH
                            52.27                                         60250    113005               5310.6321             TELEPHONE                   ENVIRONMENTAL FUND
                            92.04                                         60250    113005               4425.6570             ROADWAY IMPROVEMENTS        2005 PAVEMENT REHAB
                            94.49                                         60250    113005               1160.6321             TELEPHONE                   FIRE
                           104.27                                         60250    113005               1160.6321             TELEPHONE                   FIRE
                           269.50                                         60250    113005               1110.6321             TELEPHONE                   COMMUNITY DEVELOPMENT
 R55CKREG      LOG20000                                                               CITY OF MINNETONKA                                                                      12/7/2005 10:01:38

                                                                                      Council Check Register                                                                  Page -          9

                                                                                                  --


Check #    Date           Amount     Supplier / Explanation        PO #   Doc No   Inv No              Account No   Subledger Account Description             Business Unit
                           938.38                                         60250    113005               1150.6321             TELEPHONE                       POLICE
                           955.80                                         60250    113005               4890.6570             ROADWAY IMPROVEMENTS            MISC OLD PROJECTS
                          2,590.10


193522    12/1/2005                  104983 WELLS FARGO BANK MINNESOTA
                           350.00    BANK CHARGES - 2002 PARK BONDS       60251    113005               3520.6623             BANK CHARGES                    2002 PARK BONDS
                           350.00


193523    12/1/2005                  105301 ZACHMANN, EMMETT
                            62.37    MILEAGE ELECTIONS                    60252    113005               1020.6228             ELECTION SUPPLIES               GENERAL ADMINISTRATION
                            62.37


193524    12/12/2005                 115075 A & B AUTO ELECTRIC, INC.
                            93.51                                         60480    46358                1130.6363             MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            93.51


193525    12/12/2005                 101237 A-1 OUTDOOR POWER
                           191.69                                         60254    164532               1130.6232             MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            12.42                                         60255    164548               1130.6232             MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                           204.11


193526    12/12/2005                 104606 AIRTECH INC
                          6,430.00   ANNUAL MAINTENANCE AGREEMENT         60390    19183                5210.6367             SERVICE CONTRACTS               ICE ARENA
                          6,430.00


193527    12/12/2005                 104437 AMERICAN WATER WORKS ASSOC.
                           180.00                                         60481    20051130             5110.6332             CONFERENCES & SUBSISTENCE       WATER & SEWER UTILITY
                           180.00


193528    12/12/2005                 101232 AMERIPRIDE
                            75.17    RUG SERVICES                         60391    M514044              5410.6361             BUILDINGS & STRUCTURES          WILLISTON CENTER
                            81.38    LINEN SERVICE                        60392    M491825              5210.6369             OTHER REPAIRS & MAINTENANCE     ICE ARENA
                            27.55                                         60393    M505695              1160.6367             SERVICE CONTRACTS               FIRE
                            27.55                                         60394    M512512              1160.6367             SERVICE CONTRACTS               FIRE
                            84.44                                         60395    M507208              5210.6369             OTHER REPAIRS & MAINTENANCE     ICE ARENA
                           296.09


193529    12/12/2005                 116405 ANCOM TECHNICAL CENTER
                           484.59    RADIO REPAIR                         60482    00000066516          1160.6240             SMALL TOOLS & MINOR EQUIPMENT   FIRE
                           484.59


193530    12/12/2005                 101142 APACHE GROUP
 R55CKREG      LOG20000                                                              CITY OF MINNETONKA                                                                      12/7/2005 10:01:38

                                                                                     Council Check Register                                                                  Page -         10

                                                                                                 --


Check #    Date           Amount     Supplier / Explanation       PO #   Doc No   Inv No              Account No   Subledger Account Description             Business Unit
                           984.94                                        60483    98954                1080.6222             JANITORIAL                      BUILDINGS & GROUNDS
                           984.94


193531    12/12/2005                 100135 ARAMARK
                            51.30                                        60396    511193               5210.6712             FOOD & BEVERAGE PURCHASES       ICE ARENA
                           290.59                                        60397    509176               5210.6712             FOOD & BEVERAGE PURCHASES       ICE ARENA
                           341.89


193532    12/12/2005                 114021 ARROW TERMINAL LLC
                            40.30                                        60484    0036231-IN           1120.6239             OTHER REPAIR SUPPLIES           STREET MAINTENANCE
                            40.30                                        60485    0036231-IN           1140.6239             OTHER REPAIR SUPPLIES           PARK MAINTENANCE
                            40.30                                        60485    0036231-IN           5110.6240             SMALL TOOLS & MINOR EQUIPMENT   WATER & SEWER UTILITY
                           120.90


193533    12/12/2005                 125021 BARBEAU, EMILY
                            15.02    OAK WILT SAMPLING SUPPLIES          60314    20051019             1140.6319             OTHER PROFESSINAL/CONSULTING    PARK MAINTENANCE
                            15.02


193534    12/12/2005                 102117 BARR ENGINEERING
                          4,992.71   CIVIC CNTR LNDSCP & RNWTR GRDN      60315    2327F59-9            5600.6319             OTHER PROFESSIONAL/CONSULTING STORM WATER FUND
                          4,992.71


193535    12/12/2005                 102904 BERG, STEVE
                           294.00    OFFICIAL                            60316    20051019             1879.6309             OFFICIALS/INSTRUCTORS CONTRACT VOLLEYBALL ADULT
                           294.00


193536    12/12/2005                 100165 BORDER STATES ELECTRIC
                           164.79                                        60256    94782507             5110.6231             BUILDING                        WATER & SEWER UTILITY
                           121.10                                        60486    94785320             1080.6231             BUILDING                        BUILDINGS & GROUNDS
                           285.89


193537    12/12/2005                 101505 BOYER TRUCK PARTS
                           229.45                                        60398    814614               1130.6232             MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                           175.95                                        60399    812970               1130.6232             MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                           146.48    WHEEL BALANCE,COOLANT               60487    813096               1160.6232             MACHINERY & AUTO                FIRE
                           551.88


193538    12/12/2005                 100715 BRAUER & ASSOCIATES LTD.
                           697.78    GLEN LAKE ATHLETIC PARK             60317    1202011              4528.6312             ENGINEERING & ARCHITECTURAL     GLEN LAKE ATHL PARK RENEWAL
                           429.86    SPRING HILL PARK                    60318    1202012              4555.6312             ENGINEERING & ARCHITECTURAL     SPRING HILL PARK RENEWAL
                            67.50    BOULDER CREEK PARK                  60319    1202010              4522.6312             ENGINEERING & ARCHITECTURAL     BOULDER CREEK PARK RENEWAL
                           385.74    GROVELAND PARK                      60320    1202009              4553.6312             ENGINEERING & ARCHITECTURAL     PURGATORY PARK RENEWAL
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                         12/7/2005 10:01:38

                                                                                       Council Check Register                                                                     Page -         11

                                                                                                      --


Check #    Date           Amount     Supplier / Explanation      PO #      Doc No   Inv No                 Account No   Subledger Account Description           Business Unit
                          2,823.75   WILSON PARK                           60321    1202008                4559.6312              ENGINEERING & ARCHITECTURAL   WILSON PARK RENWAL
                          1,194.00   WESTWOOD PARK                         60322    1201997                4558.6312              ENGINEERING & ARCHITECTURAL   WESTWOOD PARK RENEWAL
                          5,598.63


193539    12/12/2005                 102071 CARGILL, INCORPORATED
                          1,751.25                                         60257    1460708                1120.6234              STREET MAINTENANCE            STREET MAINTENANCE
                          1,751.25


193540    12/12/2005                 127200 CARNEY, JASON
                            85.00    REFUND DAMAGE DEPOSIT LESS $15        60400    20051129               1030.4913              RENT REVENUE                  COMMUNITY CENTER
                            85.00


193541    12/12/2005                 100131 CATCO
                           136.54                                          60401    3-90348                1130.6232              MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            77.96                                          60402    3-90003                1130.6232              MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           109.14                                          60403    3-90002                1130.6232              MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           323.64


193542    12/12/2005                 105354 CENTERPOINT ENERGY - MINNEGASC
                            12.37    SHADY OAK BEACH                       60488    528-005-636-400        1818.6352              ELECTRICITY                   SHADY OAK BEACH
                            12.37


193543    12/12/2005                 127033 CERMAK, MARTHA
                           142.00    INSTRUCTOR                            60404    20051129               5410.6309              OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                           142.00


193544    12/12/2005                 101294 CINTAS
                            45.75    1ST AID MED SUPPLIES                  60405    0431198856             1030.6231              BUILDING                      COMMUNITY CENTER
                            24.61                                          60406    0431198857             1170.6210              OFFICE SUPPLIES               UNALLOCATED
                           112.15                                          60407    0431198858             1150.6229              OTHER OPERATING SUPPLIES      POLICE
                            46.33                                          60408    0431198859             1160.6226              FIRST AID SUPPLIES            FIRE
                            42.82                                          60489    0431207494             1120.6229              OTHER OPERATING SUPPLIES      STREET MAINTENANCE
                            42.82                                          60489    0431207494             1140.6229              OTHER OPERATING SUPPLIES      PARK MAINTENANCE
                            42.84                                          60489    0431207494             5110.6229              OTHER OPERATING SUPPLIES      WATER & SEWER UTILITY
                           357.32


193545    12/12/2005                 101696 COMMISSIONER OF TRANSPORTATION
                          8,963.52   SANITARY TOWER WORK - ESSEX RD        60323    21300032736            5129.6590              OTHER CAPITAL OUTLAY          I-494 UTILITIES
                          8,963.52


193546    12/12/2005                 105625 COMPUTER PARTS & PERIPHERALS
                           121.94    MEMORY UPGRADE-NORTHWAY               60324    0511045                1110.6362              FURNITURE & EQUIPMENT         COMMUNITY DEVELOPMENT
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                       Council Check Register                                                                   Page -         12

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation        PO #    Doc No   Inv No                 Account No   Subledger Account Description           Business Unit
                           840.40    COMPUTER, MONITOR                     60325    0511092                 5110.6343             COPIES                        WATER & SEWER UTILITY
                           955.30    MONITOR REPLACEMENTS                  60325    0511092                 4230.6531             COMPUTER REPLACEMENTS         IT TECHNOLOGY DVLP FUND
                           116.09    COMPUTER EXT WARRANTY                 60326    0511093                 5110.6343             COPIES                        WATER & SEWER UTILITY
                           116.09    WORLDOX COMPUTER-EXTENDED WARR        60490    0511108                 2102.6531             COMPUTER REPLACEMENTS         DWI
                          2,149.82


193547    12/12/2005                 100119 CONTINENTAL SAFETY EQUIPMENT
                          1,980.24   REGULATORS,SHUT OFF                   60491    355225                  1160.6229             OTHER OPERATING SUPPLIES      FIRE
                           120.86-                                         60491    355225                  1000.2311             USE TAX PAYABLE               GENERAL FUND
                          1,859.38


193548    12/12/2005                 127201 COURT ADMINISTRATOR
                            10.00    CRTIFIED DOC:MORTON K6-98-2606        60409    20051129                1050.6319             OTHER PROFESSIONAL/CONSULTING LEGAL
                            10.00


193549    12/12/2005                 127034 CRETEX CONCRETE PRODUCTS NORTH
                          1,807.68                                         60492    E000003255              4767.6560             TRAIL DEVELOPMENT             JIDANA TRAIL & BOARDWALK
                           104.37                                          60493    CS00000657              5600.6239             OTHER REPAIR SUPPLIES         STORM WATER FUND
                          1,912.05


193550    12/12/2005                 100138 CROWN MARKING INC
                            26.41    NOTARY STAMP                          60410    0157251                 1150.6210             OFFICE SUPPLIES               POLICE
                            26.41


193551    12/12/2005                 126734 CROWN RIDGE APARTMENTS
                           500.00    DECEMBER 2005 RENT                    60411    20051129                4452.6319             OTHER PROFESSIONAL/CONSULTING LIVABLE COMM/HSNG FD REV & EXP
                           500.00


193552    12/12/2005                 127194 CRYSTEEL TRUCK EQUIP
                           209.40                                          60327    FP118701                1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           209.40


193553    12/12/2005                 100687 CULLIGAN SOFT WATER
                            15.50    NOT A MTKA ADDRESS PERMIT             60494    20051130                1110.4220             PLUMBING PERMITS              COMMUNITY DEVELOPMENT
                            15.50


193554    12/12/2005                 100205 CUSTOM HEADSETS
                            35.15    LEATHER POUCHES                       60412    37309                                         OTHER OP SUPPLS-DISPATCH      POLICE
                                                                                                        1150.6229.DIS
                            35.15


193555    12/12/2005                 100584 DALCO
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                    12/7/2005 10:01:38

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Check #    Date           Amount     Supplier / Explanation      PO #      Doc No   Inv No              Account No   Subledger Account Description           Business Unit
                           202.38    LOCKER ROOM VENDING MACHINE           60414    1698278              5410.6222             JANITORIAL                    WILLISTON CENTER
                           202.38


193556    12/12/2005                 100147 DAVIES WATER EQUIP
                          3,109.80                                         60258    3328614              5110.6540             MACHINERY AND AUTOMOBILE      WATER & SEWER UTILITY
                          3,109.80


193557    12/12/2005                 122730 DEPARTMENT OF HUMAN SERVICES
                          1,660.00                                         60259    H55 RR050009943      1140.6353             WASTE DISPOSAL                PARK MAINTENANCE
                          1,660.00


193558    12/12/2005                 113157 DETAIL ELECTRIC
                          1,266.16                                         60260    1767                 5110.6312             ENGINEERING & ARCHITECTURAL   WATER & SEWER UTILITY
                           364.50                                          60261    1813                 5110.6312             ENGINEERING & ARCHITECTURAL   WATER & SEWER UTILITY
                          1,630.66


193559    12/12/2005                 101019 DEY DISTRIBUTING
                            54.34                                          60328    A28082601            1080.6231             BUILDING                      BUILDINGS & GROUNDS
                            54.34


193560    12/12/2005                 114066 DNR EMBROIDERY
                           614.95    JACKETS                               60329    EMB00050130          1865.6229             OTHER OPERATING SUPPLIES      SOFTBALL ADULT
                           614.95


193561    12/12/2005                 101186 DNR SCREENPRINTING
                           923.88    SHIRTS                                60330    DNR 00060752         1865.6229             OTHER OPERATING SUPPLIES      SOFTBALL ADULT
                           439.96    SHIRTS                                60331    DNR 00060753         1879.6229             OTHER OPERATING SUPPLIES      VOLLEYBALL ADULT
                           276.06    SHIRTS                                60332    DNR 00060754         1812.6229             OTHER OPERATING SUPPLIES      BASKETBALL ADULT
                           299.67    SHIRTS                                60333    DNR 00060755         1810.6229             OTHER OPERATING SUPPLIES      BASKETBALL OPEN GYM
                          1,939.57


193562    12/12/2005                 100871 DULAC, JEFFREY
                            19.44                                          60334    20051019             1040.6331             USE OF PERSONAL CAR           INFORMATION TECHNOLOGY
                            44.95    HIGH SPEED ONLINE                     60334    20051019             1040.6326             TELECOMMUNICATIONS            INFORMATION TECHNOLOGY
                            29.87                                          60335    20051019             1040.6331             USE OF PERSONAL CAR           INFORMATION TECHNOLOGY
                            89.90    HIGH SPEED ONLINE                     60335    20051019             1040.6326             TELECOMMUNICATIONS            INFORMATION TECHNOLOGY
                           184.16


193563    12/12/2005                 101066 EINHORN, JULIE
                            62.25    INSTRUCTOR                            60415    20051129             5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                            62.25
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                    12/7/2005 10:01:38

                                                                                         Council Check Register                                                                Page -         14

                                                                                                     --


Check #    Date           Amount     Supplier / Explanation         PO #     Doc No   Inv No              Account No   Subledger Account Description           Business Unit
193564    12/12/2005                 101350 FASTSIGNS
                            40.47    NAMEPLATE                               60416    100-52882            1100.6210             OFFICE SUPPLIES               ENGINEERING
                            40.47


193565    12/12/2005                 104995 FERRELLGAS
                           162.86                                            60417    1005504166           5210.6221             GASOLINE & OIL                ICE ARENA
                           167.70                                            60418    1005666540           5210.6221             GASOLINE & OIL                ICE ARENA
                           330.56


193566    12/12/2005                 100624 FINANCE & COMMERCE
                           468.00    RECRUITMENT AD-ASST CITY ATRNY          60495    20253216             1020.6347             RECRUITMENT                   GENERAL ADMINISTRATION
                           468.00


193567    12/12/2005                 125995 FITNESS SERVICE EQUIPMENT LLC
                           145.44    STOP BOTTOM-TRDMLL,SPRNG MULTI          60419    3567                 5410.6232             MACHINERY & AUTO              WILLISTON CENTER
                           320.00    PREVENTATIVE MAINT-TREADMILL            60420    3568                 5410.6232             MACHINERY & AUTO              WILLISTON CENTER
                           465.44


193568    12/12/2005                 104487 FORCE AMERICA INC.
                            17.08                                            60262    01241350             1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            45.20                                            60336    01241789             1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            62.28


193569    12/12/2005                 114099 FORTIN CONSULTING, INC.
                          3,634.20   RAIN GARDEN PROJECT                     60337    1747                 5600.6319             OTHER PROFESSIONAL/CONSULTING STORM WATER FUND
                          3,634.20


193570    12/12/2005                 100794 G & K SERVICES
                            66.85    UNIFORMS                                60536    20051116             1030.6224             CLOTHING                      COMMUNITY CENTER
                           193.49    UNIFORMS                                60536    20051116             1130.6224             CLOTHING                      EQUIPMENT MAINTENANCE
                           299.03    UNIFORMS                                60536    20051116             1140.6224             CLOTHING                      PARK MAINTENANCE
                           363.48    UNIFORMS                                60536    20051116             1080.6224             CLOTHING                      BUILDINGS & GROUNDS
                           369.38    UNIFORMS                                60536    20051116             5110.6224             CLOTHING                      WATER & SEWER UTILITY
                           580.46    UNIFORMS                                60536    20051116             1120.6224             CLOTHING                      STREET MAINTENANCE
                          1,872.69


193571    12/12/2005                 125926 GIRARD'S BUSINESS SOLUTIONS, I
                           329.00    FOLDER MAINTENANCE                      60338    12 CIT0284           1040.6367             SERVICE CONTRACTS             INFORMATION TECHNOLOGY
                           329.00


193572    12/12/2005                 112675 GODFREY, MARK
                            40.50    OFFICIAL                                60339    20051129             1812.6309             OFFICIALS/INSTRUCTORS CONTRACT BASKETBALL ADULT
 R55CKREG      LOG20000                                                              CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                     Council Check Register                                                                   Page -         15

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Check #    Date           Amount     Supplier / Explanation      PO #    Doc No   Inv No                 Account No   Subledger Account Description           Business Unit
                            40.50


193573    12/12/2005                 100361 GOPHER CASH REGISTER CO
                           120.00    REPROGRAM REGISTERS                 60421    19090                   5210.6361             BUILDINGS & STRUCTURES        ICE ARENA
                            37.01    REGISTER SUPPLIES                   60422    19090                   5210.6210             OFFICE SUPPLIES               ICE ARENA
                           157.01


193574    12/12/2005                 100561 GOPHER SIGN
                           783.31                                        60264    00065569                1120.6233             SIGNS                         STREET MAINTENANCE
                           783.31


193575    12/12/2005                 100591 GOPHER STATE ONE CALL
                          1,504.35                                       60265    5100580                 5110.6321             TELEPHONE                     WATER & SEWER UTILITY
                          1,504.35


193576    12/12/2005                 100440 GRAINGER
                           447.14                                        60496    495-936947-3            5110.6231             BUILDING                      WATER & SEWER UTILITY
                           447.14


193577    12/12/2005                 121236 GRAINGER
                            71.61                                        60266    495-754848-2            1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            71.61


193578    12/12/2005                 100118 GREENKEEPER
                           400.70    IRRIGATION RPR-13800 KNOLLWAY       60267    3975                    4424.6570             ROADWAY IMPROVEMENTS          2004 PAVEMENT REHAB
                           400.70


193579    12/12/2005                 100423 HACH CO
                          1,791.33                                       60268    4491219                 5110.6319             OTHER PROFESSIONAL/CONSULTING WATER & SEWER UTILITY
                           621.74                                        60269    4487287                 5110.6319             OTHER PROFESSIONAL/CONSULTING WATER & SEWER UTILITY
                            20.98                                        60270    4487522                 5110.6319             OTHER PROFESSIONAL/CONSULTING WATER & SEWER UTILITY
                          2,434.05


193580    12/12/2005                 100101 HANSEN THORP PELLINEN OLSON IN
                           681.50    5095 WOODLAND RD                    60340    14346                                         ROADWAY IMPROVE - DESIGN      2005 PAVEMENT REHAB
                                                                                                      4425.6570.DES
                           681.50


193581    12/12/2005                 126964 HARMON AUTOGLASS
                           386.42    GIFT SHOP WINDOW                    60497    I003002695              1080.6361             BUILDINGS & STRUCTURES        BUILDINGS & GROUNDS
                           386.42
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                            12/7/2005 10:01:38

                                                                                            Council Check Register                                                                     Page -         16

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Check #    Date           Amount     Supplier / Explanation           PO #   Doc No   Inv No                    Account No   Subledger Account Description             Business Unit
193582    12/12/2005                 100506 HAROLDS WOODWORKING
                           368.06                                            60498    11554                      1140.6231             BUILDING                        PARK MAINTENANCE
                           368.06


193583    12/12/2005                 127202 HART HOWERTON
                          3,000.00   PROJECT RETAINER                        60426    20051201                   4520.6319             OTHER PROFESSIONAL/CONSULTING PARK & OPEN SPACE BONDS
                          3,000.00


193584    12/12/2005                 127157 HAWK LABELING SYSTEMS
                          1,342.55   LABEL MARKERS                           60499    150288                     1160.6240             SMALL TOOLS & MINOR EQUIPMENT   FIRE
                            81.94-                                           60499    150288                     1000.2311             USE TAX PAYABLE                 GENERAL FUND
                          1,260.61


193585    12/12/2005                 101633 HAWKINS WATER TREATMENT GROUP
                          7,493.96                                           60500    763916                     5110.6223             CHEMICALS                       WATER & SEWER UTILITY
                            97.15                                            60501    963702                     5110.6231             BUILDING                        WATER & SEWER UTILITY
                          7,591.11


193586    12/12/2005                 102077 HENN CO SHERIFFS DEPT
                          1,360.25   BOOKING FEES                            60423    839                        1150.6225             CARE & SUPPORT OF PERSONS       POLICE
                          1,360.25


193587    12/12/2005                 102047 HENNEPIN COUNTY PUBLIC RECORDS
                            46.00    FILING FEES                             60341    512                        4425.6570             ROADWAY IMPROVEMENTS            2005 PAVEMENT REHAB
                            48.00    FILING FEES                             60341    512                        1110.6324             DOCUMENT RETENTION              COMMUNITY DEVELOPMENT
                            94.00


193588    12/12/2005                 100993 HENNEPIN COUNTY PUBLIC WORKS D
                           105.40                                            60502    SIGN00241                  1120.6352             ELECTRICITY                     STREET MAINTENANCE
                           105.40


193589    12/12/2005                 101260 HIGHVIEW PLUMBING
                          1,279.22   RPR DRAIN TILE-5943/5931STNYBR          60424    10266                                            STORM SEWER - CONSTR COSTS      MISC DRAINAGE IMPROVEMENTS
                                                                                                             5602.6580.CTR
                          1,279.22


193590    12/12/2005                 100644 HOPKINS PARTS CO
                            22.62    MOTOR OIL                               60425    20051129                   1150.6221             GASOLINE & OIL                  POLICE
                            22.62


193591    12/12/2005                 126869 HOPKINS SCHOL DIST 270/BUSINES
                            36.00    YOUTH BASKETBALL                        60342    2160-2                     1800.6399             OTHER MISCELLANEOUS EXPEND      JOINT RECREATION
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                         12/7/2005 10:01:38

                                                                                       Council Check Register                                                                     Page -         17

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Check #    Date           Amount     Supplier / Explanation         PO #   Doc No   Inv No                 Account No   Subledger Account Description             Business Unit
                            48.00    KARATE                                60343    2161-2                  1800.6399             OTHER MISCELLANEOUS EXPEND      JOINT RECREATION
                           460.00    SWINMMING                             60344    2178-2                  1800.6399             OTHER MISCELLANEOUS EXPEND      JOINT RECREATION
                          1,080.00   TENNIS                                60345    2153-2                  1800.6399             OTHER MISCELLANEOUS EXPEND      JOINT RECREATION
                          1,624.00


193592    12/12/2005                 101072 HORAK, CHARLES
                            72.90                                          60346    20051129                1080.6331             USE OF PERSONAL CAR             BUILDINGS & GROUNDS
                            72.90


193593    12/12/2005                 124903 HYDRO METERING TECHNOLOGY
                           401.46                                          60271    0031198-IN              5110.6590             OTHER CAPITAL OUTLAY            WATER & SEWER UTILITY
                           401.46


193594    12/12/2005                 101469 IAAO
                           175.00    IAAO DUES                             60503    20051130                1070.6391             DUES, SUBSCRIPT & MEMBERSHIPS   ASSESSING
                           175.00    IAAO DUES                             60504    20051130                1070.6391             DUES, SUBSCRIPT & MEMBERSHIPS   ASSESSING
                           350.00


193595    12/12/2005                 123040 ICMA PRODUCT FULFILLMENT CENTE
                           104.22                                          60347    20051129                5110.6210             OFFICE SUPPLIES                 WATER & SEWER UTILITY
                           104.22


193596    12/12/2005                 100718 INFRATECH
                          1,480.35                                         60272    0502812                 5110.6540             MACHINERY AND AUTOMOBILE        WATER & SEWER UTILITY
                           184.96                                          60273    0502814                 5110.6229             OTHER OPERATING SUPPLIES        WATER & SEWER UTILITY
                          1,665.31


193597    12/12/2005                 100964 JOHNSON, KAY
                           166.00    INSTRUCTOR                            60427    20051201                5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                           166.00


193598    12/12/2005                 127195 JTH LIGHTING ALLIANCE INC
                           264.44    PLAZA IGHTING                         60348    15475-JTH                                     ROADWAY IMPROVE - CONSTR COSTSCIVIC CENTER PARK RENEWAL
                                                                                                        4426.6570.CTR
                           264.44


193599    12/12/2005                 120148 K.E.E.P.R.S. INC.
                            55.28                                          60428    43547-01                1160.6224             CLOTHING                        FIRE
                            70.28                                          60429    43546                   1160.6224             CLOTHING                        FIRE
                           125.56


193600    12/12/2005                 104091 KATH FUEL OIL SERVICE
 R55CKREG      LOG20000                                                                 CITY OF MINNETONKA                                                                    12/7/2005 10:01:38

                                                                                        Council Check Register                                                                Page -         18

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Check #    Date           Amount     Supplier / Explanation      PO #       Doc No   Inv No              Account No   Subledger Account Description           Business Unit
                           849.82                                           60274    I52909               1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           849.82


193601    12/12/2005                 117827 KEENAN, REBECCA
                            18.75    INSTRUCTOR                             60430    20051201             5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                            18.75


193602    12/12/2005                 126539 KELLOGG, GRETCHEN
                          1,056.00   HOT SHOES FALL I&II                    60505    20051201             1828.6309             OFFICIALS/INSTRUCTORS CONTRACT EXERCISE CLASS
                          1,056.00


193603    12/12/2005                 106164 KELLY GREEN IRRIGATION INC
                          2,373.94                                          60275    30814                4426.6550             PARK DEVELOPMENT              CIVIC CENTER PARK RENEWAL
                           413.00                                           60276    W052637              1140.6236             IRRIGATION                    PARK MAINTENANCE
                          1,620.00                                          60277    X05061               4426.6550             PARK DEVELOPMENT              CIVIC CENTER PARK RENEWAL
                          4,406.94


193604    12/12/2005                 100075 KENNEDY & GRAVEN
                            60.00    LEGAL SERVICES                         60278    68655                4452.6313             LEGAL                         LIVABLE COMM/HSNG FD REV & EXP
                          6,667.75   LEGAL SERVICES                         60278    68655                4301.1325             GLEN LAKE REDEVELOPMENT LLC   TIF DEVELOPMENT ACCT REV & EXP
                          6,727.75


193605    12/12/2005                 125668 KOHLS, LISA
                           129.50    INSTRUCTOR                             60431    20051201             5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                           129.50


193606    12/12/2005                 101680 LANGUAGE LINE SERVICES
                            14.00                                           60432    0109027              1150.6319             OTHER PROFESSIONAL/CONSULTING POLICE
                            14.00


193607    12/12/2005                 104822 LANO EQUIPMENT
                          2,475.52                                          60507    50595                5600.6234             STREET MAINTENANCE            STORM WATER FUND
                          2,475.52


193608    12/12/2005                 100245 LANO EQUIPMENT INC
                            19.72                                           60506    138485               1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            19.72


193609    12/12/2005                 114538 LEAGUE OF MN CITIES INSURANCE
                          3,656.05   GL CLAIM:QWEST                         60511    20051201             6100.6396             SETTLEMENTS                   INSURANCE FUND
                          3,656.05
 R55CKREG      LOG20000                                                                 CITY OF MINNETONKA                                                                    12/7/2005 10:01:38

                                                                                        Council Check Register                                                                Page -         19

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Check #    Date           Amount     Supplier / Explanation        PO #     Doc No   Inv No              Account No   Subledger Account Description           Business Unit
193610    12/12/2005                 120037 LEAGUE OF MN CITIES INSURANCE
                           315.00    LMC REGIONAL MTNG CONF REGISTR         60279    1-000023879          1010.6332             CONFERENCES & SUBSISTENCE     MAYOR AND CITY COUNCIL
                           315.00


193611    12/12/2005                 100968 LHB ENGINEERS & ARCHITECTS
                          7,090.58   CONSULT SERVCES PROJ#050186.11         60508    0000004              1800.6382             CULTURAL ARTS CENTER          JOINT RECREATION
                          1,110.52   AMPHI DESIGN PROJ#050186.12            60509    0000001              4426.6319             OTHER PROFESSIONAL/CONSULTING CIVIC CENTER PARK RENEWAL
                           463.50    CONSTRUCT ADMIN PROJ#050186.13         60510    0000001              4426.6319             OTHER PROFESSIONAL/CONSULTING CIVIC CENTER PARK RENEWAL
                          8,664.60


193612    12/12/2005                 102888 LIEDL, JEAN
                            19.25    INSTRUCTOR                             60433    20051201             5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                            19.25


193615    12/12/2005                 105619 LMCIT
                       25,000.00     GL CLAIM: KUHA                         60512    20051201             6100.6396             SETTLEMENTS                   INSURANCE FUND
                       25,000.00


193616    12/12/2005                 105619 LMCIT
                          1,500.00   PREMIUM: VOLUNTEERS                    60513    7471                 6100.6394             PREMIUMS                      INSURANCE FUND
                          1,500.00


193617    12/12/2005                 113527 LUBE TECH
                          8,620.97   DIESEL                                 60280    1253085              1130.6221             GASOLINE & OIL                EQUIPMENT MAINTENANCE
                          7,700.67   UNLEADED                               60281    1253085              1130.6221             GASOLINE & OIL                EQUIPMENT MAINTENANCE
                       16,321.64


193618    12/12/2005                 127197 LYNCH CAMPS INC
                          2,467.50   INSTRC:LITTLESHOOTERS BB CAMP          60514    20051201             1829.6309             OFFICIALS/INSTRUCTORS         Daily Programs Ann
                          2,467.50


193619    12/12/2005                 102096 MAC QUEEN EQUIP
                           113.49                                           60282    2060153              1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           647.61                                           60283    2060194              1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           761.10


193620    12/12/2005                 104956 MASK, JILL
                            61.50    INSTRUCTOR                             60434    20051201             5410.6309             OFFICIALS/INSTRUCTORS CONTRACT WILLISTON CENTER
                            61.50


193621    12/12/2005                 122530 MATTHEW BENDER & CO, INC
                            72.15    MN DRINKING DRVR REL. #6               60435    1509992X             1050.6342             BOOKS & MANUALS               LEGAL
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                         Council Check Register                                                                   Page -         20

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Check #    Date           Amount     Supplier / Explanation           PO #   Doc No   Inv No              Account No      Subledger Account Description           Business Unit
                            55.86    EMPLOY FORMS&POLIC MAN UPDATE           60515    15826163             1020.6342                BOOKS & MANUALS               GENERAL ADMINISTRATION
                           128.01


193622    12/12/2005                 100602 METRO ATHLETIC SUPPLY
                          1,053.98   BASES                                   60349    87757                1865.6229                OTHER OPERATING SUPPLIES      SOFTBALL ADULT
                           102.79    SUPPLIES                                60350    87845                1814.6229                OTHER OPERATING SUPPLIES      BASKETBALL YOUTH
                           130.45    SUPPLIES                                60350    87845                1860.6229                OTHER OPERATING SUPPLIES      SOCCER ADULT
                          1,287.22


193623    12/12/2005                 102082 METRO LEGAL SERVICES
                           120.00    SUBPOENA                                60436    994018               1050.6319                OTHER PROFESSIONAL/CONSULTING LEGAL
                            30.00    SUBPOENA                                60437    994068               1050.6319                OTHER PROFESSIONAL/CONSULTING LEGAL
                           115.00    SUBPOENA                                60438    995449               1050.6319                OTHER PROFESSIONAL/CONSULTING LEGAL
                           265.00


193624    12/12/2005                 101110 MID-AMERICA BUSINESS SYSTEMS
                           800.00    PRINTER/READER MAINTENANCE              60351    565410               1040.6367                SERVICE CONTRACTS             INFORMATION TECHNOLOGY
                           800.00


193625    12/12/2005                 100975 MIDWEST ASPHALT CORP
                            72.30    LIMERICK LAND (2 TONS)                  60284    78244MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                           247.05    OAK RIDGE LANE (7.04 TONS)              60284    78244MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                           436.42    GENERAL PATCHING (12.07 TONS)           60284    78244MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                            28.91    DUMP CHARGE (19.26 TONS)                60285    78114MB              1140.6353                WASTE DISPOSAL                PARK MAINTENANCE
                            60.21    DUMP CHARGE (40.13 TONS)                60285    78114MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                          1,984.34   JIDANA TRL-CITY HALL(286.64 T)          60285    78114MB              4764.6560                TRAIL DEVELOPMENT             TRAIL REHABILITAION
                           216.94    GENERAL PATCHING (6 TONS)               60516    78446MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                           797.26    EVERGREEN TRAIL (22.05 TONS)            60516    78446MB              1140.6234                STREET MAINTENANCE            PARK MAINTENANCE
                          1,008.77   KINSEL PATH (27.90 TONS)                60516    78446MB              1140.6234                STREET MAINTENANCE            PARK MAINTENANCE
                          2,024.05   COLGATE TRAIL (55.98 TONS)              60516    78446MB              1140.6234                STREET MAINTENANCE            PARK MAINTENANCE
                              5.43   RIDGE RD MAIN BREAK (3.62 TON)          60517    78321MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                            93.60    SHOP (13.52 TONS)                       60517    78321MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                           132.87    DUMP CHRG - YARD (37.74 TONS)           60517    78321MB              1120.6234                STREET MAINTENANCE            STREET MAINTENANCE
                           404.08    KINSEL PATH (58.37 TONS)                60517    78321MB              1140.6234                STREET MAINTENANCE            PARK MAINTENANCE
                           458.63    COLGATE TRAIL (66.26 TONS)              60517    78321MB              1140.6234                STREET MAINTENANCE            PARK MAINTENANCE
                          1,078.57   CITY HALL/JIDANA TRL(155.80 T)          60517    78321MB              4767.6560                TRAIL DEVELOPMENT             JIDANA TRAIL & BOARDWALK
                          9,049.43


193626    12/12/2005                 105068 MINNESOTA CRIME PREVENTION ASS
                            40.00    MCPA MEMBERSHIP:N. NELSON               60439    2006211              1150.6391.CP             DUES,SUBS,&MBRSHPS-CRIME PREV POLICE
                            40.00
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                     12/7/2005 10:01:38

                                                                                       Council Check Register                                                                 Page -         21

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation         PO #   Doc No   Inv No              Account No   Subledger Account Description            Business Unit
193627    12/12/2005                 101153 MINNESOTA DEPARTMENT OF HEALTH
                       21,116.00     3RD QTR WATER CONNECT FEE             60287    1270031              5100.2093             REVENUE COLLECTED IN ADVANCE   UTILITY FUND
                       21,116.00


193628    12/12/2005                 101962 MINNESOTA PIPE & EQUIPMENT
                           145.75                                          60288    0179041              5110.6231             BUILDING                       WATER & SEWER UTILITY
                           667.22                                          60289    0179388              5110.6231             BUILDING                       WATER & SEWER UTILITY
                           306.52                                          60290    0179647              5110.6231             BUILDING                       WATER & SEWER UTILITY
                           145.06-                                         60441    0174111              5110.6231             BUILDING                       WATER & SEWER UTILITY
                           218.79-                                         60442    0169868              5110.6231             BUILDING                       WATER & SEWER UTILITY
                           755.64


193629    12/12/2005                 101725 MINNESOTA/WISCONSIN PLAYGROUND
                       57,100.00                                           60291    2005448              4555.6550             PARK DEVELOPMENT               SPRING HILL PARK RENEWAL
                       57,100.00


193630    12/12/2005                 100156 MINNETONKA FIRE RELIEF ASSOC
                          6,500.00   ANNUAL CONTRIBUTION                   60352    20051129             1160.6333             TRAINING                       FIRE
                          6,500.00


193631    12/12/2005                 101560 MINNETONKA GLASS & MIRROR
                           221.04    GLASS DOOR REPAIR                     60440    24283                5210.6361             BUILDINGS & STRUCTURES         ICE ARENA
                           221.04


193632    12/12/2005                 104963 MN DEVELOPMENTAL BASKETBALL
                           832.50    OFFICIAL                              60518    20051201             1814.6309             OFFICIALS/INSTRUCTORS CONTRACT BASKETBALL YOUTH
                           832.50


193633    12/12/2005                 102162 MN SAFETY COUNCIL
                           322.00    OCT 27, 05 DEF DRIVING CLASS          60519    017228               1885.6229             OTHER OPERATING SUPPLIES       SR CTR ACCT EXCLUDING SR. TRIP
                           322.00


193634    12/12/2005                 126473 MOORE MEDICAL
                            48.36    FIRST AID SUPPLIES                    60443    93978688 RI          5410.6229             OTHER OPERATING SUPPLIES       WILLISTON CENTER
                            48.36


193635    12/12/2005                 100838 MOORE MEDICAL CORPORATION
                           873.06    TRAUMA KIT                            60520    80399649             1160.6226             FIRST AID SUPPLIES             FIRE
                           873.06


193636    12/12/2005                 102955 MORRIES MINNETONKA FORD
                            17.31                                          60444    422307               1130.6232             MACHINERY & AUTO               EQUIPMENT MAINTENANCE
 R55CKREG      LOG20000                                                             CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                    Council Check Register                                                                   Page -         22

                                                                                                 --


Check #    Date           Amount     Supplier / Explanation     PO #    Doc No   Inv No               Account No   Subledger Account Description             Business Unit
                            59.95                                       60445    1-6CS355921          1130.6363              MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                           117.67-                                      60446    CM421645             1130.6232              MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            17.31                                       60447    422201               1130.6232              MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            17.31                                       60448    422217               1130.6232              MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            22.34                                       60449    421969               1130.6232              MACHINERY & AUTO                EQUIPMENT MAINTENANCE
                            16.55


193637    12/12/2005                 100889 MPELRA
                           150.00    ANNUAL DUES                        60292    2005448              1020.6391              DUES, SUBSCRIPT & MEMBERSHIPS   GENERAL ADMINISTRATION
                           150.00


193638    12/12/2005                 124295 MUSCO SPORTS LIGHTING
                       20,673.78                                        60293    132712               4555.6550              PARK DEVELOPMENT                SPRING HILL PARK RENEWAL
                       20,673.78                                        60294    132713               4522.6550              PARK DEVELOPMENT                BOULDER CREEK PARK RENEWAL
                       41,347.56


193639    12/12/2005                 102062 NORTHERN SANITARY SUPPLY
                           556.04                                       60521    108375               1080.6222              JANITORIAL                      BUILDINGS & GROUNDS
                           556.04


193640    12/12/2005                 126830 NORTHWEST LIGHTING SYSTEMS COM
                           351.45                                       60353    24173                5110.6231              BUILDING                        WATER & SEWER UTILITY
                           351.45


193641    12/12/2005                 102884 OERTEL ARCHITECTS
                           440.00                                       60354    12 CIT0284           5600.6520              BUILDINGS AND STRUCTURES        STORM WATER FUND
                           440.00


193642    12/12/2005                 117069 OFFICE DEPOT
                             7.60    SUPPLIES                           60295    313179227-001        1100.6210              OFFICE SUPPLIES                 ENGINEERING
                            11.32    SUPPLIES                           60295    313179227-001        1050.6210              OFFICE SUPPLIES                 LEGAL
                            15.84    SUPPLIES                           60295    313179227-001        1800.6210              OFFICE SUPPLIES                 JOINT RECREATION
                            34.59    SUPPLIES                           60295    313179227-001        1110.6210              OFFICE SUPPLIES                 COMMUNITY DEVELOPMENT
                            69.83    SUPPLIES                           60295    313179227-001        1090.6210              OFFICE SUPPLIES                 PLANNING
                            85.16    SUPPLIES                           60295    313179227-001        1070.6210              OFFICE SUPPLIES                 ASSESSING
                           170.02    SUPPLIES                           60295    313179227-001        1170.6210              OFFICE SUPPLIES                 UNALLOCATED
                             9.95    SUPPLIES                           60296    311060215-002        1800.6210              OFFICE SUPPLIES                 JOINT RECREATION
                             6.43    SUPPLIES                           60297    311938241-003        1150.6210              OFFICE SUPPLIES                 POLICE
                           336.40    SUPPLIES                           60298    313173931-001        1150.6210              OFFICE SUPPLIES                 POLICE
                             9.95    SUPPLIES                           60299    311671711            1150.6210              OFFICE SUPPLIES                 POLICE
                            17.44-                                      60300    313555193-001        1070.6210              OFFICE SUPPLIES                 ASSESSING
                             5.61-   SUPPLIES                           60301    313555768-001        1070.6210              OFFICE SUPPLIES                 ASSESSING
 R55CKREG      LOG20000                                                              CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                     Council Check Register                                                                   Page -         23

                                                                                                  --


Check #    Date           Amount     Supplier / Explanation       PO #   Doc No   Inv No               Account No   Subledger Account Description             Business Unit
                           169.16    BINDERS/DIVIDERS/TABS               60450    314041401            1060.6210              OFFICE SUPPLIES                 FINANCE
                           123.20    FILE FOLDERS                        60451    314364536            1060.6210              OFFICE SUPPLIES                 FINANCE
                            10.30    SUPPLIES                            60522    314479054-001        1050.6210              OFFICE SUPPLIES                 LEGAL
                            13.46    SUPPLIES                            60522    314479054-001        1020.6210              OFFICE SUPPLIES                 GENERAL ADMINISTRATION
                            16.91    SUPPLIES                            60522    314479054-001        1090.6210              OFFICE SUPPLIES                 PLANNING
                            23.66    SUPPLIES                            60522    314479054-001        1110.6210              OFFICE SUPPLIES                 COMMUNITY DEVELOPMENT
                            43.58    SUPPLIES                            60522    314479054-001        1150.6210              OFFICE SUPPLIES                 POLICE
                            69.96    SUPPLIES                            60522    314479054-001        1070.6210              OFFICE SUPPLIES                 ASSESSING
                           148.06    SUPPLIES                            60522    314479054-001        1170.6210              OFFICE SUPPLIES                 UNALLOCATED
                          1,352.33


193643    12/12/2005                 126729 OFFICE OF ENTERPRISE TECHNOLOG
                            37.00    LOGIS CONNECTION                    60355    DV05100270           1040.6315              LOGIS                           INFORMATION TECHNOLOGY
                            37.00


193644    12/12/2005                 118010 OHLIN SALES INC.
                           142.88    BATTERIES                           60452    00143063             1170.6210              OFFICE SUPPLIES                 UNALLOCATED
                           142.88


193645    12/12/2005                 124475 OMEGA INDUSTRIES
                             4.26                                        60302    4923                 1120.6240              SMALL TOOLS & MINOR EQUIPMENT   STREET MAINTENANCE
                             4.26


193646    12/12/2005                 100841 POOLSIDE
                           342.29    CHLORINE AND ACID                   60537    V06133               5410.6223              CHEMICALS                       WILLISTON CENTER
                            99.05    CHLORINE                            60538    V06364               5410.6223              CHEMICALS                       WILLISTON CENTER
                           441.34


193647    12/12/2005                 101277 PRAIRIE RESTORATIONS INC.
                           404.44                                        60303    97468                4717.6550              PARK DEVELOPMENT                NATURAL RESOURCES MGMT PLAN
                           404.44


193648    12/12/2005                 102051 R & R SPECIALTIES
                           139.50    ZAMBONI BLADE SHARPENING            60455    24578                5210.6363              MACHINERY & AUTO                ICE ARENA
                           139.50


193649    12/12/2005                 101442 RANDY'S SANITATION
                            45.88    GARBAGE STATION 5                   60523    20051201             1160.6367              SERVICE CONTRACTS               FIRE
                            46.35    GARBAGE STATION 2                   60523    20051201             1160.6367              SERVICE CONTRACTS               FIRE
                            46.35    GARBAGE STATION 3                   60523    20051201             1160.6367              SERVICE CONTRACTS               FIRE
                            46.35    GARBAGE STATION 4                   60523    20051201             1160.6367              SERVICE CONTRACTS               FIRE
                           184.93
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                          12/7/2005 10:01:38

                                                                                         Council Check Register                                                                      Page -         24

                                                                                                     --


Check #    Date           Amount     Supplier / Explanation           PO #   Doc No   Inv No                 Account No   Subledger Account Description              Business Unit


193650    12/12/2005                 121170 REED BUSINESS INFORMATION
                           173.72    LEGAL ADS-11/4 GRAYS BAY/JIDAN          60356    3078370                                       TRAIL DVLPMNT - ADMIN            JIDANA TRAIL & BOARDWALK
                                                                                                          4767.6560.ADM
                           173.72


193651    12/12/2005                 101747 RIKALA, JOY
                            25.00                                            60304    2005448                 1150.6399             OTHER MISCELLANEOUS EXPEND       POLICE
                            25.00


193652    12/12/2005                 123850 ROBINSON, COREY
                           180.00    INSTRUCTOR                              60357    20051129                1849.6309             OFFICIALS/INSTRUCTORS CONTRACT INTRODUCTION TO BALL SKILLS
                           180.00


193653    12/12/2005                 101443 ROGNESS SEVICES
                           117.85    DRYER REPAIR                            60524    11391                   1160.6361             BUILDINGS & STRUCTURES           FIRE
                           117.85


193654    12/12/2005                 125118 SAFETY-KLEEN
                           361.31                                            60358    0030416236              1130.6393             RENTS & LEASES                   EQUIPMENT MAINTENANCE
                           361.31


193655    12/12/2005                 102060 SCHARBER & SONS
                          3,907.49                                           60359    T-7350                  5600.6240             SMALL TOOLS & MINOR EQUIPMENT    STORM WATER FUND
                          3,907.49


193656    12/12/2005                 100178 SCHWARTZ, RONALD
                            70.88                                            60360    20051129                1800.6331             USE OF PERSONAL CAR              JOINT RECREATION
                            70.88


193657    12/12/2005                 101394 SECOR INTERNATIONAL INC.
                           533.19                                            60361    0110516                 3401.6308             MONITORING COSTS - HEDBERG TIF   SOILS DISTRICT #1 REV & EXP
                           533.19


193658    12/12/2005                 127198 SECURE TECHS INC
                            73.16    PERMIT #132595 OVERPAYMENT              60525    20051201                1110.4241             FIRE PERMITS                     COMMUNITY DEVELOPMENT
                            73.16


193659    12/12/2005                 100273 SEH
                          1,675.12   BOARDWALK AT GRAYS BAY DAM              60362    0137675                 4761.6560             TRAIL DEVELOPMENT                MINNEHAHA CREEK HEADWATERS TRA
                          2,252.25   CSAH 73 TRAIL                           60363    0137674                                       TRAIL DVLPMNT - DESIGN           CSAH 73 TRAIL
                                                                                                          4766.6560.DES
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                         12/7/2005 10:01:38

                                                                                       Council Check Register                                                                     Page -         25

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation         PO #   Doc No   Inv No                 Account No   Subledger Account Description             Business Unit
                           664.55    TH 7/TONKAWOOD                        60364    0138565                                       ROADWAY IMPROVE - DESIGN        TH7/TONKAWOOD INTERSECTION REA
                                                                                                        4428.6570.DES
                           801.33    2005 STREET REHAB                     60365    0138413                                       ROADWAY IMPROVE - CONSTR MGMT 2005 PAVEMENT REHAB
                                                                                                        4425.6570.COM
                       33,423.95     2006 STREET REHAB                     60366    0138414                                       ROADWAY IMPROVE - DESIGN        2006 PAVEMENT REHAB
                                                                                                        4429.6570.DES
                          6,516.15   2005 STREET REHAB                     60367    0138412                                       ROADWAY IMPROVE - CONSTR MGMT 2005 PAVEMENT REHAB
                                                                                                        4425.6570.COM
                          1,426.09                                         60368    0138863                 5110.6312             ENGINEERING & ARCHITECTURAL     WATER & SEWER UTILITY
                          2,689.37                                         60526    0138762                 5119.6590             OTHER CAPITAL OUTLAY            WATER SYSTEM IMPROVEMENTS
                       49,448.81


193660    12/12/2005                 100804 SENSIBLE LAND USE COALITION
                           100.00    2006 SLUC MEMBERSHIP FEES             60305    20051129                1110.6391             DUES, SUBSCRIPT & MEMBERSHIPS   COMMUNITY DEVELOPMENT
                           100.00    2006 SLUC MEMBERSHIP FEES             60305    20051129                1090.6391             DUES, SUBSCRIPT & MEMBERSHIPS   PLANNING
                           200.00


193661    12/12/2005                 102831 SHAKOPEE GRAVEL INC.
                          1,558.03                                         60306    7293                    5110.6234             STREET MAINTENANCE              WATER & SEWER UTILITY
                          6,025.60                                         60456    7357                    1120.6234             STREET MAINTENANCE              STREET MAINTENANCE
                          7,583.63


193662    12/12/2005                 115791 SIMPLEXGRINNELL
                           721.54                                          60369    70518041                1080.6367             SERVICE CONTRACTS               BUILDINGS & GROUNDS
                           721.54


193663    12/12/2005                 103974 SOFTCHOICE CORP
                           274.77    MACROMEDIA CONTRIBUTE LICENSES        60370    961269                  2210.6399             OTHER MISCELLANEOUS EXPEND      CABLE TELEVISION
                           378.08    STUDIO 8 UPGRADE                      60371    957582                  2210.6399             OTHER MISCELLANEOUS EXPEND      CABLE TELEVISION
                           652.85


193664    12/12/2005                 127203 SOUTHVIEW DESIGN
                          1,776.00   IRRIG REPR:2526 CROSBY RD             60457    2006211                                       ROADWAY IMPROVE - IRRIGATION    2005 PAVEMENT REHAB
                                                                                                        4425.6570.IRR
                          1,776.00


193665    12/12/2005                 125292 SPORTS TECHNOLOGY
                          6,085.00                                         60307    20051129                4522.6550             PARK DEVELOPMENT                BOULDER CREEK PARK RENEWAL
                          6,085.00


193666    12/12/2005                 101432 SRF CONSULTING GROUP INC.
                       16,572.48     TH 7 N FRONT RD AT WILLISTON          60372    4750-20                 4890.6570             ROADWAY IMPROVEMENTS            MISC OLD PROJECTS
 R55CKREG      LOG20000                                                                  CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                         Council Check Register                                                                   Page -         26

                                                                                                     --


Check #    Date           Amount     Supplier / Explanation           PO #   Doc No   Inv No                 Account No   Subledger Account Description           Business Unit
                       16,572.48


193667    12/12/2005                 113188 ST. PAUL LINOLEUM AND CARPET C
                           298.00    CARPET REPAIR                           60458    00417109                5410.6210             OFFICE SUPPLIES               WILLISTON CENTER
                           298.00


193668    12/12/2005                 100206 STANTON GROUP
                           937.50    06 DESIGNING YOUR BENEFITS BK           60527    354501                  1020.6345             PRINTED FORMS                 GENERAL ADMINISTRATION
                           937.50


193669    12/12/2005                 114795 STAR TRIBUNE
                           112.58    STAR TRIBUNE 26 WKS 12/17-6/17          60373    20051129                2210.6210             OFFICE SUPPLIES               CABLE TELEVISION
                           112.58


193670    12/12/2005                 126721 STAUB, JOAN
                           649.70    BABYSITTING #9138                       60528    20051201                1868.6309             OFFICIALS/INSTRUCTORS CONTRACT SWIM LESSONS
                           649.70


193671    12/12/2005                 101332 STREET FLEET
                            19.47    MESSENGER SER-ADMIN                     60374    166476                  1020.6322             POSTAGE                       GENERAL ADMINISTRATION
                            19.47


193672    12/12/2005                 101755 STREICHERS
                            12.67                                            60375    I308151                 1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                           233.69                                            60459    I309156                 1150.6224             CLOTHING                      POLICE
                           127.69                                            60460    I309263                                       OTHER OP SUPPLS-PATROL OFFICER POLICE
                                                                                                          1150.6229.PAT
                           425.95                                            60461    I309264                 1150.6229             OTHER OPERATING SUPPLIES      POLICE
                            73.90                                            60462    I308304                                       CLOTHING - ERT/SWAT           POLICE
                                                                                                          1150.6224.ERT
                            85.09                                            60463    I308194                                       CLOTHING - INVESTIGATIONS     POLICE
                                                                                                          1150.6224.INV
                            73.90                                            60464    I308203                                       CLOTHING - ERT/SWAT           POLICE
                                                                                                          1150.6224.ERT
                            40.36                                            60465    I308198                 1150.6229             OTHER OPERATING SUPPLIES      POLICE
                            73.90                                            60466    I308019                                       CLOTHING - ERT/SWAT           POLICE
                                                                                                          1150.6224.ERT
                           170.29                                            60467    I307685                                       OTHER OP SUPPLS-PATROL OFFICER POLICE
                                                                                                          1150.6229.PAT
                            36.95                                            60468    I308022                                       CLOTHING - ERT/SWAT           POLICE
                                                                                                          1150.6224.ERT
                          1,354.39
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                    12/7/2005 10:01:38

                                                                                       Council Check Register                                                                Page -         27

                                                                                                   --


Check #    Date           Amount     Supplier / Explanation      PO #   Doc No      Inv No              Account No   Subledger Account Description           Business Unit


193673    12/12/2005                 101765 SUBURBAN CHEVROLET
                          1,650.79                                          60376   20051129             1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                          1,650.79


193674    12/12/2005                 102856 SUPREME BLDG MAINTENANCE INC.
                          1,487.09                                          60529   112105               1080.6367             SERVICE CONTRACTS             BUILDINGS & GROUNDS
                          1,487.09


193675    12/12/2005                 127196 SWANSON, KIRK
                           319.44    INVISBL FENCE:17901 POWDERHORN         60377   20051129             4425.6570             ROADWAY IMPROVEMENTS          2005 PAVEMENT REHAB
                           319.44


193676    12/12/2005                 126917 TCIC, INC.
                           228.98                                           60308   20051019             5110.6369             OTHER REPAIRS & MAINTENANCE   WATER & SEWER UTILITY
                           228.98


193677    12/12/2005                 100631 TKDA
                          2,092.47                                          60530   000200504281         5110.6312             ENGINEERING & ARCHITECTURAL   WATER & SEWER UTILITY
                          2,092.47


193678    12/12/2005                 100639 TOLL GAS & WELDING SUPPLY
                            57.21                                           60309   487757               1130.6232             MACHINERY & AUTO              EQUIPMENT MAINTENANCE
                            42.01                                           60531   384850               1130.6239             OTHER REPAIR SUPPLIES         EQUIPMENT MAINTENANCE
                            99.22


193679    12/12/2005                 101740 TRANS-ALARM INC
                            70.29    ACCESS CARDS                           60378   SECD051087           1170.6210             OFFICE SUPPLIES               UNALLOCATED
                            70.29


193680    12/12/2005                 118734 TREE TRUST
                           900.00                                           60310   4050                 1140.6361             BUILDINGS & STRUCTURES        PARK MAINTENANCE
                           900.00


193681    12/12/2005                 101421 TWIN CITY GARAGE DOOR
                           196.91                                           60379   247669               1080.6361             BUILDINGS & STRUCTURES        BUILDINGS & GROUNDS
                           196.91


193682    12/12/2005                 102045 TWIN CITY OXYGEN
                            48.37                                           60477   852400               1160.6223             CHEMICALS                     FIRE
                            67.73                                           60478   856593               1150.6226             FIRST AID SUPPLIES            POLICE
                              5.58                                          60479   853941               1160.6223             CHEMICALS                     FIRE
 R55CKREG      LOG20000                                                                CITY OF MINNETONKA                                                                       12/7/2005 10:01:38

                                                                                       Council Check Register                                                                   Page -         28

                                                                                                   --


Check #    Date           Amount    Supplier / Explanation         PO #    Doc No   Inv No                 Account No   Subledger Account Description           Business Unit
                           121.68


193683    12/12/2005                102114 TWIN WEST CHAMB COMM
                            12.00   BUSINESS COUNCIL MTNG:K.ANDERS         60469    49478                   1010.6332             CONFERENCES & SUBSISTENCE     MAYOR AND CITY COUNCIL
                            12.00


193684    12/12/2005                102114 TWIN WEST CHAMB COMM
                            12.00   BUSINESS CNCIL MTNG:J.CALLISON         60470    49501                   1010.6332             CONFERENCES & SUBSISTENCE     MAYOR AND CITY COUNCIL
                            12.00


193685    12/12/2005                102114 TWIN WEST CHAMB COMM
                            12.00   BUSINESS CNCIL MTNG:E.SOUDERS          60471    49501                   1020.6332             CONFERENCES & SUBSISTENCE     GENERAL ADMINISTRATION
                            12.00


193686    12/12/2005                100850 U S POSTAL SERVICE
                           150.00   BULK PERMIT #183                       60380    20051129                5110.6322             POSTAGE                       WATER & SEWER UTILITY
                           150.00


193687    12/12/2005                114152 UNITED RENTALS HIGHWAY TECHNOL
                           119.85   TRAINING - WORK ZONE TRAFFIC           60532    20051201                1100.6332             CONFERENCES & SUBSISTENCE     ENGINEERING
                           119.85


193688    12/12/2005                117826 UNO, DOS, TRES COMMUNICATIONS
                           100.00   INTERPRETER SERVICES                   60472    2729                                          OTHER PROF/CONSULT-PATROL OFCRPOLICE
                                                                                                        1150.6319.PAT
                           100.00


193689    12/12/2005                104786 VERIZON WIRELESS
                            51.42                                          60473    3645122412              1050.6326             TELECOMMUNICATIONS            LEGAL
                             8.51                                          60474    3645125691              1180.6321             TELEPHONE                     SENIOR SERVICES
                            59.93


193690    12/12/2005                124365 VIKING ELECTRICAL SUPPLY INC
                            45.64   ARENA LIGHT BULB                       60475    9487524                 5210.6361             BUILDINGS & STRUCTURES        ICE ARENA
                            45.64


193691    12/12/2005                125050 VIKING INDUSTRIAL CENTER
                            58.10                                          60311    167060                  5110.6229             OTHER OPERATING SUPPLIES      WATER & SEWER UTILITY
                            58.11                                          60311    167060                  1120.6229             OTHER OPERATING SUPPLIES      STREET MAINTENANCE
                            58.11                                          60311    167060                  1140.6229             OTHER OPERATING SUPPLIES      PARK MAINTENANCE
                           174.32
 R55CKREG      LOG20000                                                                 CITY OF MINNETONKA                                                                             12/7/2005 10:01:38

                                                                                        Council Check Register                                                                         Page -         29

                                                                                                    --


Check #    Date           Amount      Supplier / Explanation       PO #   Doc No   Inv No                   Account No         Subledger Account Description           Business Unit
193692    12/12/2005                  102081 VOSS LIGHTING
                           154.85                                         60381    15029901-00               1080.6231                   BUILDING                      BUILDINGS & GROUNDS
                           949.79     LIGHT BULBS                         60476    15029039-01               5410.6231                   BUILDING                      WILLISTON CENTER
                          1,104.64


193693    12/12/2005                  103315 WEST POINT PRODUCTS
                           868.90     TONER CARTRIDGES                    60382    33653124                  1170.6210                   OFFICE SUPPLIES               UNALLOCATED
                            53.03-                                        60382    33653124                  1000.2311                   USE TAX PAYABLE               GENERAL FUND
                            88.95     INK CARTRIDGES                      60383    33653942                  1170.6210                   OFFICE SUPPLIES               UNALLOCATED
                              5.43-                                       60383    33653942                  1000.2311                   USE TAX PAYABLE               GENERAL FUND
                            43.60-    INK CARTRIDGE CREDIT                60384    33654313                  1170.6210                   OFFICE SUPPLIES               UNALLOCATED
                              2.66                                        60384    33654313                  1000.2311                   USE TAX PAYABLE               GENERAL FUND
                           174.01     PRINTHEADS                          60385    33655265                  1170.6210                   OFFICE SUPPLIES               UNALLOCATED
                            10.62-                                        60385    33655265                  1000.2311                   USE TAX PAYABLE               GENERAL FUND
                          1,021.84


193694    12/12/2005                  100612 WEST SIDE REDI MIX
                           387.75                                         60312    60315                     4426.6550                   PARK DEVELOPMENT              CIVIC CENTER PARK RENEWAL
                           387.75


193695    12/12/2005                  100811 WHEELER LUMBER OPERATIONS
                          5,783.72                                        60313    1210-016809               4426.6570                   ROADWAY IMPROVEMENTS          CIVIC CENTER PARK RENEWAL
                          5,783.72


193696    12/12/2005                  127199 WITMER ASSOCIATES
                           139.00     JUMPSUIT, BOOT                      60533    E172520.001               1160.6224                   CLOTHING                      FIRE
                           142.78     RESCUE EQUIPMENT PACK               60534    E173674                   1160.6226                   FIRST AID SUPPLIES            FIRE
                            41.78     BATTERY PACK                        60535    E172180                   1160.6226                   FIRST AID SUPPLIES            FIRE
                           323.56


193697    12/12/2005                  102930 WSB & ASSOC INC.
                        10,558.25     CIVIC CENTER CAMPUS                 60386    10                                                    ROADWAY IMPROVE - CONSTR MGMT CIVIC CENTER PARK RENEWAL
                                                                                                         4426.6570.COM
                          1,167.50    PERFORMANCE AREA                    60387    1                                                     ROADWAY IMPROVE - DESIGN      CIVIC CENTER PARK RENEWAL
                                                                                                         4426.6570.DES
                          1,244.00    JIDANA TRAIL EASEMENT REVISION      60388    4                                                     TRAIL DVLPMNT - ADMIN         JIDANA TRAIL & BOARDWALK
                                                                                                         4767.6560.ADM
                           716.00     CIVIC CENTER FLOODPLAIN MITIGA      60389    2                                                     ROADWAY IMPROVE - DESIGN      2005 PAVEMENT REHAB
                                                                                                         4425.6570.DES
                        13,685.75


                       728,751.97     Grand Total                                                         Payment Instrument Totals
 R55CKREG    LOG20000                                                        CITY OF MINNETONKA                                                                12/7/2005 10:01:38

                                                                             Council Check Register                                                            Page -         30

                                                                                         --


Check #   Date          Amount   Supplier / Explanation   PO #   Doc No   Inv No               Account No      Subledger Account Description   Business Unit
                                                                                              Check Total      728,751.97
                                                                                              Total Payments   728,751.97
                               City Council Agenda Item #10B
                               Meeting of December 19, 2005


Brief Description:                Designation of the city’s official newspaper for 2006.

Recommended Action:               Designate Lakeshore Weekly News as the city’s official
                                  newspaper for 2006.

Background
The City Charter requires the city council to annually designate a newspaper to publish the city’s
legal notices, ordinances and other official announcements. For 2006, Administrative Services
has budgeted $17,000 from the general fund for legal notices.

Request for proposals for the city’s 2006 legal publication needs were sent to the Star Tribune,
Sun Newspapers and Lakeshore Weekly News, with a submittal deadline of Dec. 2, 2005. Sun
Newspapers (“Sun”), Lakeshore Weekly News (“Lakeshore”) and the Star Tribune submitted
proposals, copies of which are provided.

State law requires cities to designate their official newspapers according to a certain priority. If
there is a newspaper with a principal office in the community, that newspaper must be chosen.
Minnetonka obtained a special law a few years ago that allows it to give equal priority to a
newspaper with a secondary office in the city under certain conditions. That special law allowed
the city to consider the Lakeshore and the Sun newspapers on an equal basis. The Sun
subsequently closed its secondary office in Minnetonka, and it no longer qualifies at the same
level of priority with the Lakeshore.

The Lakeshore’s primary office at 1001 Twelve Oaks Center Drive is within Minnetonka’s city
limits; therefore they are automatically qualified to serve as Minnetonka’s official newspaper.
While the Star Tribune indicated they have a secondary office within Minnetonka, they did not
provide an address or description proving this, nor did they provide the circulation or home
delivery figures required for that secondary office to be valid. As noted, the Sun does not maintain
an office in Minnetonka; their offices are in Eden Prairie.

The Lakeshore has submitted the lowest per-line cost for first-insertion legals, at $1.10. The Sun
submitted a cost of $1.30 per line; while the Star Tribune charges $4.75 per line.

Based on the Lakeshore’s location within the city of Minnetonka, city staff recommends that the
Lakeshore Weekly News be designated as the city’s official newspaper for 2006.

Recommendation

Designate Lakeshore Weekly News as the city’s official newspaper for 2006.

Submitted through:
       John Gunyou, City Manager

Originated by:
       Jacque Larson, Community Relations Manager
                             City Council Agenda Item #10C
                             Meeting of December 19, 2005


Brief Description:          Approval of Supplemental Agreement Nos. 2, 3, and 8 for
                            the CSAH 73/CSAH 5 Intersection Improvements Project
                            No. 5004R.

Recommended Action:         Approve the agreements.


Background

The Hennepin County reconstruction project for the Hopkins Crossroad (CSAH 73) /
Minnetonka Boulevard (CSAH 5) intersection included work on the Minnetonka sanitary
sewer and water systems. During the course of construction it was determined that it
was in the best interest of the city of Minnetonka to have Hennepin County’s contractor
perform additional work to the sewer and water at Minnetonka’s request. Three
supplemental agreements were prepared by Hennepin County which deal with
Minnetonka utilities.

Supplemental Agreement No. 2 is for work associated with extending the water main
replacement limits to coincide with the actual road reconstruction limits. The total cost of
Supplemental Agreement No. 2 is $35,478.00.

Supplemental Agreement No. 3 is for work associated with having the contractor deal
with a non standard size of sanitary sewer pipe. The total cost of Supplemental
Agreement No. 3 is $17,262.30.

Supplemental Agreement No. 8 is for work associated with repair of a water main break
that was located in the area of the county construction project, but was not caused by
that project. Also included in the supplemental agreement is the removal of some
abandoned piping. The total cost of Supplemental Agreement No. 8 is $8,723.89.

The sum of all three supplemental agreements is $61,464.19, and as with the previously
approved portions of the project related to sanitary sewer and water systems, the costs
are to be paid by the Utility Fund.

Recommendation

Approve the supplemental agreements.

Submitted through:
      John Gunyou, City Manager
      Lee Gustafson, P.E., Director of Engineering
Meeting of December 19, 2005                                     Page 2
Subject: Approval of Supplemental Agreements for CSAH73/CSAH 5


Originated by:
       Virgil E. Herrmann, Project Engineer
                                 Project Area




                                          BLVD
                                  TONKA
                            MINNE
           HONEYWOOD LN




                                                                              LN
                                                                            ROBINWOOD




                                                                                                  HOPKINS XRD

                                                                                  ROBINWOOD TER
                                                            ROBINWOOD TER




                                                                                                                                                           DR
                                                                                                                FAIRWA




                                                                                                                                                          TON
                                                                                                                                                         OAK
                                                                                                                 Y LN




                          FRIAR LN
                                                                                                                                            FAIRWAY CT
                                            ROBINWOOD TER




                                                                                                                         DR




LM
                                                                                                                    FAIRWAY




  O
      RD

                                                                                        FARM LN




                                      CSAH 73/CSAH 5

                           Intersection Improvements

                                                                                                                                                                $
                                                                                                                                                               north




                                                                                                                         This map is for illustrative purposes only.
                             City Council Agenda Item #10D
                             Meeting of December 19, 2005


Background Description:             Final approval of the FRETHAM FIFTH ADDITION plat at
                                    15815 Minnetonka Boulevard.

Recommended Action:                 Approve the final plat.


Introduction

Applicant:     Curt Fretham, property owner

Location:      15815 Minnetonka Boulevard (See the map on page A1.)

Proposal:      The applicant is requesting final approval of the Fretham Fifth Addition
               plat. This plat would divide one lot into two lots. (See the final plat on page
               A3.)


Past Action

On December 20, 2004, the city council approved the preliminary plat. (See the
preliminary plat on page A2 and the minutes on pages A4–A6.)


Comments

The applicant has met all of the conditions needed for final plat approval. Several
preliminary plat conditions, such as approval of title work and restrictive covenants,
must be completed before the city releases the final plat.


Staff Recommendation

Approve the Fretham Fifth Addition final plat that was received on November 18, 2005,
subject to the following conditions:

1)     Compliance with all preliminary plat conditions, especially the specific conditions
       for release of the plat; and

2)     Unless the city council approves a time extension, the final plat must be
       recorded within one year of council approval of the final plat.
Meeting of December 19, 2005                                             Page 2
Subject: Fretham Fifth Addition Final Plat, 15815 Minnetonka Boulevard



Submitted through:
      John Gunyou, City Manager
      Geoff Olson, Planning Director

Originated by:
       Cary Teague, Principal Planner


G:\WORD\CC Items-2005\2005 Council Staff Reports\cl03061fpl.05a.doc
                             City Council Agenda Item #10E
                             Meeting of December 19, 2005


Background Description:            Final approval of the WILSON CHALL plat at 4701
                                   Highland Road for Eric Bull.

Recommended Action:                Approve the final plat.


Introduction

Applicant:     Eric Bull, attorney representing Marsha Chall, property owner

Location:      4701 Highland Road (See the map on page A1.)

Proposal:      The applicant is requesting final approval of the Wilson Chall plat. This
               plat would divide one lot into two lots. The existing home would remain.
               (See the final plat on page A2.)


Past Action

On September 26, 2005, the city council approved the preliminary plat. (See the
preliminary plat on page A3 and the minutes on pages A4–A7.)


Comments

The applicant has met all of the conditions needed for final plat approval. Several
preliminary plat conditions, such as approval of title work and restrictive covenants,
must be completed before the city releases the final plat.


Staff Recommendation

Approve the WILSON CHALL final plat that was received on November 21, 2005,
subject to the following conditions:

1)     Compliance with all preliminary plat conditions, especially the specific conditions
       for release of the plat; and

2)     Unless the city council approves a time extension, the final plat must be
       recorded within one year of council approval of the final plat.
Meeting of December 19, 2005                                          Page 2
Subject: WILSON CHALL Final Plat, 4701 Highland Road



Submitted through:
      John Gunyou, City Manager
      Geoff Olson, Planning Director

Originated by:
       Cary Teague, Principal Planner


G:\WORD\CC Items-2005\2005 Council Staff Reports\cl05062fpl.05b.doc
                            City Council Agenda Item #10F
                            Meeting of December 19, 2005


Background Description:            Final approval of the DEEPHAVEN COVE plat at
                                   3660 County Rd 101 for Deephaven Cove LLC.

Recommended Action:                Approve the final plat.


Introduction

Applicant:     Scott Bader, of Deephaven Cove LLC

Location:      3660 County Rd 101 (See the maps on page A1.)

Proposal:      The applicant is requesting final approval of the Deephaven Cove LLC
               plat. (See the final plat on page A3.)


Past Action

On October 4, 2004, the city council approved the preliminary plat. (See the preliminary
plat on page A2 and the minutes on pages A4–A14.)

On October 10, 2005, the city council granted a one-year time extension for the
preliminary plat. (See the minutes on pages A15.)


Comments

The applicant has met all of the conditions needed for final plat approval. Several
preliminary plat conditions, such as approval of title work and restrictive covenants,
must be completed before the city releases the final plat.


Staff Recommendation

Approve the Deephaven Cove LLC final plat, date stamped November 23, 2005, subject
to the following conditions:

1)     Compliance with all preliminary plat conditions, especially the specific conditions
       for release of the plat; and

2)     Unless the city council approves a time extension, the final plat must be
       recorded within one year of council approval of the final plat.
Meeting of December 19, 2005                                       Page 2
Subject: Deephaven Cove Final Plat




Submitted through:
      John Gunyou, City Manager
      Geoff Olson, Planning Director

Originated by:
       Cary Teague, Principal Planner


G:\WORD\CC Items-2005\2005 Council Staff Reports\cl04017.05b.doc
                             City Council Agenda Item #10G
                             Meeting of December 19, 2005


Brief Description:          Resolution approving Minnetonka Firefighters Relief
                            Association by-laws amendments.

Recommended Action:         Motion to adopt the resolution.

Background

The Minnetonka Firefighters Relief Association was founded to pay retirement, disability
and survivor benefits to Minnetonka paid-on-call firefighters. The Relief Association is
primarily funded by a two percent rebate on all fire insurance policies issued in the city
of Minnetonka. These funds are invested in accordance with state law and the
Association’s investment policy, and have historically performed well.

These retirement benefits have been a significant factor in the fire department’s ability
to attract quality, long-term paid-on-call firefighters. The Relief Association and its board
of directors, which is comprised of six elected members and three ex-officio members,
the mayor, chief of the fire department, and finance director have a long-term goal to
provide steady, controlled growth of the pension benefit in order to remain competitive
and continue to retain firefighters.

The board of directors and association members have voted to amend the by-laws to
increase service benefit levels by 4%, which is consistent with increases approved
annually over the last four years. The revised benefits would continue to stay within
levels authorized by state law, and actuarial studies project the fund will support the
additional benefit liabilities. The association has historically requested council approval
of benefit increases although the association may amend its by-laws without council
approval. If the council approves the benefits, then the city guarantees the amounts
even if the Association has insufficient funds to pay them.

This year along with the benefit change, the association and board also voted to
remove the monthly annuity for firefighters hired after January 1, 2006. Actuarial studies
show this change will bring further strength and stability to the fund.

Recommendation

Adopt the resolution approving the Minnetonka Firefighter Relief Association By-Laws
amendments.

Submitted through:
      John Gunyou, City Manager
      Merrill King, Finance Director

Originated by:
       Joseph A. Wallin, Fire Chief
                                 RESOLUTION NO. 2005-

            RESOLUTION APPROVING MINNETONKA FIREFIGHTERS RELIEF
                     ASSOCIATION BY-LAWS AMENDMENTS


BE IT RESOLVED by the City Council of the City of Minnetonka, Minnesota as follows:

Section 1.     Background.

1.01. The Minnetonka Firefighters Relief Association provides retirement, disability, and
      survivor benefits to the city’s paid-on-call firefighters. These benefits have been a
      significant factor in the Fire Department’s ability to attract quality, long-term paid-on-
      call firefighters.

1.02. The Association and the City Council have established a pattern of providing steady,
      controlled growth of the benefits.

1.03. The Association proposes to increase the benefits by 4% beginning January 1,
      2006, which is consistent with recent increases.

1.04. In addition, the Association proposes to eliminate the monthly annuity for new
      members and instead allow only the lump sum benefit. This will provide greater
      certainty and stability for the fund.


Section 2.     Council Action.

2.01. The City Council approves the following amendments to the Minnetonka Firefighters
      Relief Association By-Laws, effective January 1, 2006:

       a.      increasing the base sum from $47.25 to $49.14 per month, per full year of
               service, and

       b.      providing only lump sum benefits to new members.



Adopted by the City Council of the City of Minnetonka, Minnesota, on .



Karen J. Anderson, Mayor


ATTEST:



Kathleen A. Magrew, City Clerk
Resolution No. 2005-                                                                 Page 2



ACTION ON THIS RESOLUTION:

Motion for adoption:
Seconded by:
Voted in favor of:
Voted against:
Abstained:
Absent:
Resolution adopted.



I hereby certify that the foregoing is a true and correct copy of a resolution adopted by the
City Council of the City of Minnetonka, Minnesota, at a duly authorized meeting held on .



Kathleen A. Magrew, City Clerk
                              City Council Agenda Item #10H
                               Meeting of December 19, 2005


Brief Description:          Amended lease agreement with Hennepin County for HAVA
                            compliant voting equipment.

Recommended Action:         Authorize agreement.


Background

The federal HAVA (Help America Vote Act) law requires each polling place to have
voting equipment for people with disabilities for all elections held after January 1, 2006.
Funds to acquire this equipment have been passed from the federal government to the
MN Secretary of State’s office. Hennepin County owns the city’s existing voting
equipment, and we lease it through an agreement. The county will acquire the HAVA
equipment, but the existing agreement must be amended to include the new equipment.

There is no cost to the city to acquire the equipment. However, as with the existing
equipment, the city will be required to purchase, at its own cost, a maintenance
agreement after the warranty expires. The warranty is for one year. The county is
negotiating with the vendor for the maintenance agreement, which will begin in 2007.
The current estimate is that maintenance for these HAVA units will cost between $5,075
and $9,000 annually (based on a charge of approximately $175 to $310 per unit for our
29 units), with provisions for annual renewal increases up to 3% per year. This cost will
be part of the 2007 budget process.

Addendum A is provided because the lease agreement provides that the terms of the
maintenance agreement will be comparable to the old terms.

Recommendation

Based on the foregoing information, it is recommended that the Minnetonka City Council
adopt a motion to authorize the city to execute an amended lease agreement with
Hennepin County for HAVA compliant voting equipment.

Submitted through:
      John Gunyou, City Manager
      Geralyn Barone, Assistant City Manager

Originated by:
       Kathy Magrew, City Clerk
                                                                   Agreement No. A052261

                    HENNEPIN COUNTY/CITY OF MINNETONKA
                             LEASE AGREEMENT


       THIS AGREEMENT, made by and between the COUNTY OF HENNEPIN and
the CITY OF MINNETONKA, both political subdivisions of the State of Minnesota,
hereinafter referred to as the “County” and the “City” respectively. For purposes of this
Agreement, the address of the County is A2300 Government Center, Minneapolis,
Minnesota 55487 and the address of the City is 14600 Minnetonka Blvd, Minnetonka,
MN 55345.

                                     WITNESSETH

       WHEREAS, the Hennepin County Board of Commissioners in Resolution
Number 99-6-426 authorized the purchase of election equipment (hereinafter “Election
Equipment”) for a countywide optical scan voting system, election hardware and
services through the State of Minnesota Cooperative Purchasing Agreement; and

       WHEREAS, the Hennepin County Board of Commissioners in Resolution
Number 05-564 authorized the purchase of Assisted Voting Technology equipment
(hereinafter “AVT Equipment”) for a countywide optical scan voting system, election
hardware and services through the State of Minnesota Cooperative Purchasing
Agreement; and

       WHEREAS, the County pursuant to Minn. Stat. § 383B.145, Subd. 9 may
transfer property to the City for its use; and

      WHEREAS, the County and the City of Minnetonka are parties to an agreement
dated August 3, 1999, and numbered A08160 relating to the lease of Election
Equipment and the County and City desire to terminate that lease agreement and
replace it with this agreement.

       WHEREAS, the County desires to lease Election Equipment and AVT Equipment
to the City of Minnetonka for use in all city elections.

      NOW THEREFORE, in consideration of the mutual undertakings and
agreements hereinafter set forth, the County and the City agree as follows:

                                        Section 1

                               SCOPE OF AGREEMENT

1.1   The County hereby leases to the City at the cost identified below and subject to
      the terms and conditions of this Agreement, and the City hereby agrees to lease
      from the County Election Equipment identified as: twenty-nine (29) Model 100
      Optical Scan Precinct Count Units (including fifty-eight (58) PCMCIA memory


                                        Page 1 of 8
      cards, twenty-nine (29) Model 100 metal ballot boxes, twenty-nine (29) Model
      100 hard cover carrying cases, and twenty-nine (29) Model 100 soft cover carry
      cases) for polling places contained within the City.

1.2   The County hereby leases to the City subject to the terms and conditions of this
      Agreement, and the City hereby agrees to lease from the County AVT Equipment
      identified as: twenty-nine (29) AutoMARK Voter Assist Terminals, fifty-eight (58)
      256mb Flashcard and twenty-nine (29) ES&S AutoMARK Tables with adjustable
      legs for polling places contained within the City.

1.3   The County and the City hereby rescind Agreement A08160, dated August 3,
      1999, and replace that Agreement with this Agreement.

1.4   Subject to the terms and conditions of this Agreement, the parties may agree by
      written addendum executed by all the parties to increase or decrease the County
      Election and AVT Equipment included within the scope of this agreement.
      Hennepin County hereby delegates authority to execute such an addendum to
      the County Auditor. The City hereby delegates authority to execute such an
      addendum to its City Administrator/Manager.

                                       Section 2

                                     OWNERSHIP

2.1   The City acknowledges that the County owns the Election and AVT Equipment
      and that the City is authorized to use said Election Equipment and AVT
      Equipment for official election related purposes. Use of the Election and AVT
      Equipment for any other purpose is strictly prohibited absent express written
      consent of the County Auditor.

2.2   The City acknowledges and agrees that the Election and AVT Equipment may
      contain proprietary and trade secret information that is owned by Election
      Systems and Software (ES&S) and is protected under federal copyright law or
      other laws, rules, regulations and decisions. The City shall protect and maintain
      the proprietary and trade secret status of the Election and AVT Equipment.


                                       Section 3

               HANDLING OF EQUIPMENT AND INDEMNIFICATION

3.1   The City shall be responsible for the Election and AVT Equipment while it is in
      the City’s custody. The City, either through insurance or a self-insurance
      program, shall be responsible for all costs, fees, damages and expenses
      including but not limited to personal injury, storage, damage, repair and/or
      replacement of the Election and AVT Equipment while it’s in the City’s custody
      and this contract is in effect, consistent with the City’s defense and indemnity
      obligations contained in Section 7.6 herein.


                                      Page 2 of 8
3.2   The City shall be responsible for the transporting of the Election and AVT
      Equipment from and to the County. Upon termination of this Agreement, the City
      shall forthwith deliver the Election and AVT Equipment to the County or its
      designee, complete and in good order and working condition. The City shall be
      responsible for all costs, including but not limited to shipping, related to the repair
      or replacement of lost, stolen, destroyed or damaged Election and AVT
      Equipment.


                                         Section 4

                                 TERM, TERMINATION

4.1   The City and the County agree that this Agreement is in effect during the period
      commencing upon signature by the County. The City and County agree that this
      Agreement will terminate when the City and County mutually agree that the
      equipment will no longer be used for the City’s elections, unless terminated
      sooner by either party with cause upon seven (7) calendar days’ written notice to
      the other.


                                         Section 5

                                     MAINTENANCE

5.1   Maintenance Agreement (M100). The County has entered into a Maintenance
      Agreement with Election Systems & Software for the maintenance of the Election
      Equipment (“Election Equipment Maintenance Agreement”). The City will obtain
      the services furnished by the Election Equipment Maintenance Agreement
      (Addendum A), which clearly outlines the said coverage of the equipment,
      directly from Election Systems & Software, Inc. The annual maintenance fee paid
      by the City to the County for said Election Equipment Maintenance Agreement
      shall be One Hundred and Twenty-eight dollars ($128) per unit, and any increase
      in the fee shall not exceed three percent (3%) of the prior two (2) year Election
      Equipment Maintenance Agreement with the County.

5.2   Maintenance Agreement (AVT Equipment). The County will enter into a
      Maintenance Agreement with Election Systems & Software for the maintenance
      of the AVT Equipment (“AVT Maintenance Agreement”) at the end of the
      warranty period, determined to be December 31, 2006. The City will obtain the
      services furnished by the AVT Maintenance Agreement, which will clearly outline
      the said coverage of the equipment, directly from Election Systems & Software,
      Inc., the terms of which will be comparable to Addendum A. The annual
      maintenance fee paid by the City to the County for said AVT Maintenance
      Agreement shall be an amount not to exceed Three Hundred and Ten dollars
      ($310) per unit, and any increase in the fee shall not exceed three percent (3%)
      of the prior two (2) year Maintenance Agreement with the County. The County



                                        Page 3 of 8
      will forward a copy of the AVT Maintenance Agreement upon execution with
      Election Systems & Software, prior to the expiration of the warranty period.

5.3   The City agrees not to make any repairs, changes, modifications or alterations to
      the Election Equipment or AVT Equipment that are not authorized by Hennepin
      County and said vendors.

5.4   After reasonable notice, the County shall have the right to enter into and upon
      the premises where the Election and AVT Equipment is located for the purposes
      of inspecting the same or observing its use. On an annual basis, during the term
      of this Agreement, the City shall comply with the County’s request for verification
      of Election and AVT Equipment inventory.

5.5   The City agrees to provide notice to Election Systems & Software of any defects
      or malfunctions with the Election and/or AVT Equipment within twenty-four (24)
      hours. The City also agrees to provide the County with notice of such
      malfunctions or defects and Election Systems & Software’s response within a
      reasonable time. The county agrees to track via a log all such equipment
      malfunctions.

                                       Section 6

                       PROGRAMMING AND ACCUMULATION

6.1   Programming. The County will be responsible for programming the M100
      Optical Scan Election Equipment at no charge to jurisdictions for all races in all
      elections.

6.2   Programming Costs. The City is responsible for paying to the County the
      programming costs of the AVT Equipment described in paragraph 1.2 at an
      amount prorated upon the number of columns devoted to the City’s races on the
      ballot.

6.3   Results Transmission and Accumulation. The County has invested a
      significant amount of resources in equipment that allows the M100 Optical Scan
      tabulators to electronically transmit election results via wireless technology from
      each polling place to a central location and for those results to be accumulated
      and posted on the County’s website. There is also a significant operational cost
      associated with each use of this transmission and accumulation process.

6.4   For Cities with a primary and/or a general election, as described in Minn. Stat. §§
      205.065 and 205.07, in the even-numbered years, the County will provide results
      transmission and accumulation of results of City races in the primary and general
      election at no cost to the City.

6.5   For Cities with a primary and/or a general election, as described in Minn. Stat. §§
      205.065 and 205.07, in the odd-numbered years, upon written request by the
      city, the County will perform the electronic transmission and accumulation of


                                       Page 4 of 8
      results of City races in the primary and general election, at a cost of $100 per
      polling place for the primary, and $100 per polling place for the general election.
      The County will not perform the electronic transmission and accumulation of
      votes cast in any other City elections.


                                        Section 7

                          OTHER TERMS AND CONDITIONS

7.1   No Waiver. No delay or omission by either party hereto to exercise any right or
      power occurring upon any noncompliance or default by the other party with
      respect to any of the terms of this Agreement shall impair any such right or power
      or be construed to be a waiver thereof unless the same is consented to in writing.
      A waiver by either of the parties hereto of any of the covenants, conditions, or
      agreements to be observed by the other shall not be construed to be a waiver of
      any succeeding breach thereof or of any covenant, condition, or agreement
      herein contained. All remedies provided for in this Agreement shall be
      cumulative and in addition to, and not in lieu of, any other remedies available to
      either party at law, in equity, or otherwise.

7.2   Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Minnesota.

7.3   Entire Agreement. It is understood and agreed that the entire Agreement
      between the parties is contained herein and that this Agreement supersedes all
      oral agreements and negotiations between the parties relating to the subject
      matter hereof. All items referred to in this Agreement are incorporated or
      attached and are deemed to be part of this Agreement. Any alterations,
      variations, modifications, or waivers of provisions of this Agreement shall only be
      valid when they have been reduced to writing as an amendment to this
      Agreement signed by the parties hereto.

7.4   No Assignment. Neither party shall assign, sublet or transfer this Agreement,
      either in whole or in part, without the prior written consent of the other party, and
      any attempt to do so shall be void and of no force and effect.

7.5   No Warranty. The City agrees that the County is furnishing the Election and
      AVT Equipment on an “as is” basis, without representation or any express or
      implied warranties, other than those provided by ES&S, including but not limited
      to, fitness for particular purpose, merchantability or the accuracy and
      completeness of the Election and AVT Equipment.

      The City’s exclusive remedy and the County’s sole liability for any substantial
      defect which impairs the use of the Election and/or AVT Equipment for the
      purposes stated herein shall be the right to terminate this agreement




                                        Page 5 of 8
      The County does not warrant that the Election and/or AVT Equipment will be
      error free.

      The County disclaims any other warranties, express or implied, respecting this
      agreement or the Election or AVT Equipment.


7.6   In no event shall the County be liable for actual, direct, indirect, special,
      incidental, consequential damages (even if the County has been advised of the
      possibility of such damage) or loss of profit, loss of business or any other
      financial loss or any other damage arising out of performance or failure of
      performance of this Agreement by the County. The County and the City agree
      each will be responsible for their own acts and omissions under this Agreement
      and the results thereof and shall to the extent authorized by law defend,
      indemnify and hold harmless the other party for such acts. Each party shall not
      be responsible for the acts, errors or omissions of the other party under the
      Agreement and the results thereof. The parties’ respective liabilities shall be
      governed by the provisions of the Municipal Tort Claims Act, Minnesota Statutes
      Chapter 466, and other applicable law. This paragraph shall not be construed to
      bar legal remedies one party may have for the other party’s failure to fulfill its
      obligations under this Agreement. Nothing in this Agreement constitutes a
      waiver by the City or County of any statutory or common law defenses,
      immunities, or limits on liability.

7.7   Notice. Any notice or demand shall be in writing and shall be sent registered or
      certified mail to the other party addressed as follows:

            To the City:         City of Minnetonka
                                 14600 Minnetonka Blvd
                                 Minnetonka, MN 55345

            To the County:       Hennepin County Administrator
                                 A-2300 Government Center (233)
                                 Minneapolis, MN 55487-0233

            Copy to:             Patrick H. O’Connor
                                 Director, Taxpayer Services Department
                                 A-600 Government Center (060)
                                 Minneapolis, MN 55487-0060

7.8   Audit Provision. Both parties agree that either party, the State Auditor, or any of
      their duly authorized representatives at any time during normal business hours,
      and as often as they may reasonably deem necessary, shall have access to and
      the right to examine, audit, excerpt, and transcribe any books, documents,
      papers, records, etc., which are pertinent to the accounting practices and
      procedures of the other party and involve transactions relating to this Agreement.
      Such materials shall be maintained and such access and rights shall be in force



                                      Page 6 of 8
       and effect during the period of the contract and for six (6) years after its
       termination or cancellation.

7.9    Whereas Clauses. The matters set forth in the “Whereas” clauses on page one
       of this Agreement are incorporated into and made a part hereof by this reference.

7.10   Survival of Provisions. It is expressly understood and agreed that the
       obligations and warranties of the City and County hereof shall survive the
       completion of performance and termination or cancellation of this Agreement.

7.11 Authority. The person or persons executing this Lease Agreement on behalf of
   the City and County represent that they are duly authorized to execute this Lease
   Agreement on behalf of the City and the County and represent and warrant that this
   Lease Agreement is a legal, valid and binding obligation and is enforceable in
   accordance with its terms.




                                         Page 7 of 8
                                                                          Agreement No. A052261

                                 COUNTY BOARD APPROVAL

          CITY OF MINNETONKA, having signed this contract, and the Hennepin County
Board of Commissioners having duly approved this contract on the ____ day of
______________, 2006, and pursuant to such approval, the proper County officials having
signed this contract, the parties hereto agree to be bound by the provisions herein set forth.


Reviewed by the County                       COUNTY OF HENNEPIN:
Attorney’s Office:                           STATE OF MINNESOTA

______________________________               By:________________________________
Assistant County Attorney                       Chair of Its County Board
Date: ________________________
                                             And: ______________________________
                                                Assistant/County Administrator

                                             ATTEST: ___________________________
                                                  Deputy/Clerk of County Board



                                             THE CITY OF MINNETONKA


Reviewed by the City Attorney:               By:_____________________________
                                                Mayor

____________________________                 By:_____________________________
City Attorney                                   City Manager

Date: _______________________




                                           Page 8 of 8
Addendum A
                          ELECTION SYSTEMS & SOFTWARE, INC.
                                   POST WARRANTY
                      HARDWARE MAINTENANCE SERVICE AGREEMENT

        THIS HARDWARE MAINTENANCE SERVICE AGREEMENT (“Agreement”) is made effective as
of the date set forth below, by and between Election Systems & Software, Inc., a Delaware corporation
(“ES&S”) and Hennepin County, MN (“Customer”).

                                                RECITALS:

A. ES&S has sold to Customer the proprietary voter tabulation equipment described on Attachment 1
   (the “Hardware”), and Customer now desires to obtain preventative and remedial maintenance
   services for the Hardware.

B. ES&S has agreed to provide such services, subject to the terms and conditions of this Agreement.

        NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically
incorporated herein by this reference) and the mutual representations, warranties, covenants and
agreements set forth below, the parties hereby agree as follows:

          1.      Term; Termination. This Agreement shall be in effect for a one-year period beginning
on July 1, 2005 (the “Hardware Maintenance Term”). The Hardware Maintenance Term shall
automatically renew for an unlimited number of successive one year periods until this Agreement is
terminated by the first to occur of (a) Customer’s election to terminate it at any time without cause, which
shall be given at least sixty (60) days prior to the termination date, (b) the date which is thirty (30) days
after either party notifies the other that it has materially breached this Agreement, if the breaching party
fails to cure such breach (except for a breach pursuant to subsection (c), which will require no notice), or
(c) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this
Agreement. The termination of this Agreement shall not relieve Customer of its liability to pay any
amounts due to ES&S hereunder and shall not entitle Customer to a refund of any fees already paid to
ES&S.

        2.       Services. Subject to the terms and conditions of this Agreement, ES&S shall provide to
Customer the Routine Maintenance Services and Remedial Maintenance Services described in Section 3
with respect to the Hardware (collectively the "Hardware Maintenance Services”).

        3.      Maintenance Services.        Hardware Maintenance Services shall be subject to the
following terms and conditions:

                 a.       Inspection. If Customer has not received maintenance services from ES&S for
        any item of Hardware during the 12 months immediately preceding the effective date of this
        Agreement, ES&S may require Customer to allow it to inspect such Hardware before it provides
        any Hardware Maintenance Services therefor. The purpose of such inspection shall be to
        determine whether or not the item of Hardware is fit for the ordinary purpose for which it is to be
        used, normal wear and tear excepted (“Normal Working Condition”). The cost of such inspection
        will be at the current published ES&S rate and shall be due from Customer within 30 days of its
        receipt of ES&S’ invoice therefor. If such item is not in Normal Working Condition, ES&S, at the
        option of Customer, (i) shall provide such repairs and replacements as it deems reasonable and
        necessary to restore such item to Normal Working Condition, at Customer’s expense with respect
        to the cost of any parts used in such repairs or replacements and with respect to ES&S’ Out-Of-
        Pocket Expenses, or (ii) shall not provide any Hardware Maintenance Services with respect to
        such item of Hardware. For purposes of this Agreement, “Out-Of-Pocket Expenses” shall mean
        all travel, meal and lodging expenses incurred by ES&S employees or authorized representatives
        (“ES&S Representatives”) who are required to travel to Customer’s Designated Location to
        provide services.
        b.       Routine Maintenance Services. An ES&S Representative shall provide such
services as may be necessary to keep the Hardware in Normal Working Condition (‘Routine
Maintenance Services") once each 12 months during the Hardware Maintenance Term or any
renewal thereof. Customer may request that Routine Maintenance Services be performed more
than once during any such 12-month period. Any such request shall be made at least 60 days
before the Routine Maintenance Services are desired. The per-unit fee for such additional
Routine Maintenance Services is set forth on Attachment 1 and shall be due within 30 days after
invoice date. Routine Maintenance Services shall include cleaning, lubrication and calibration
services. At the request of Customer, ES&S shall provide a reasonably detailed record of all
Routine Maintenance Services performed with respect to the Hardware. ES&S will schedule the
Routine Maintenance Services with Customer. The Routine Maintenance Services will be
provided either at Customer’s Designated Location or at an ES&S-designated depot facility
(“Depot”), as elected by Customer on Attachment 1. Customer shall pay all costs associated with
shipping Hardware to a Depot, including insurance.

       c.      Remedial Maintenance Services.

               i.       Defects Under Normal Use and Service. If a defect or malfunction
       occurs in any item of Hardware while it is under normal use and service, Customer shall
       promptly notify ES&S, and ES&S shall use reasonable efforts to restore the item to
       Normal Working Condition as soon as practicable. The services provided by ES&S
       pursuant to this Subsection 3(c)(i) are referred to herein as “Remedial Maintenance
       Services”. ES&S shall provide the Remedial Maintenance Services at the designated
       locations on Exhibit 1. Customer is not responsible for costs associated with Remedial
       Services provided by ES&S pursuant to subsection 3(c)(i) unless they constitute
       Emergency Remedial Services pursuant to 3(c)(iii). its Depot; provided, however, that if
       Remedial Maintenance Services are required for 10 or more items of Hardware at any
       given time, Customer may elect to have them provided at its Designated Location;
       provided, further, that all Remedial Maintenance Services provided for central count
       equipment shall be provided at Customer’s Designated Location.                Customer
       acknowledges that the Hardware identified on Attachment 1 as “depot repair only” may
       only be repaired at a Depot.

                ii.     Defects Due to Customer Actions or Omissions. If a defect or
       malfunction occurs in any item of Hardware due to (1) repairs, changes, modifications or
       alterations to such Hardware which are not authorized or approved by ES&S, (2)
       accident, theft, vandalism, neglect, abuse or use which is not in accordance with
       instructions or specifications furnished by ES&S or (3) causes beyond the reasonable
       control of ES&S or Customer, including natural disaster, fire, flood, unusually severe
       weather or Acts of God, or if Customer does not notify ES&S within 24 hours after it
       knows of the defect or malfunction or is otherwise not in compliance with its obligations
       hereunder, Customer shall pay ES&S for the Remedial Maintenance Services at ES&S’
       then-current rates, as well as for the cost of all parts used in connection with such
       Remedial Maintenance Services.

                iii.   Timing. The date(s) on which any Remedial Maintenance Services shall
       be provided shall be mutually agreed upon by ES&S and Customer. If Customer requires
       ES&S to provide “emergency” Remedial Maintenance Services (which shall be defined
       as Remedial Maintenance Services which are provided within 48 hours after Customer
       notifies ES&S of the need therefor), and such emergency Remedial Maintenance
       Services are not needed as a result of an action, error or omission by ES&S, Customer
       shall pay a surcharge, as set forth on Attachment 1.

              iv.     Loaner Unit. At Customer’s request, ES&S shall use reasonable efforts
       to promptly make Hardware available to Customer which is the same as, or substantially



                                    Page 2 of 5                                               2
                similar to, the item of Hardware for which Remedial Maintenance Services are being
                performed (a “Loaner Unit”). If the Remedial Maintenance Services are being performed
                pursuant to Subsection 3(c)(ii) above, Customer shall pay ES&S for the use of the Loaner
                Unit at ES&S’ then-current rates including the cost of shipping. If the Remedial
                Maintenance Services are being performed pursuant to subsection 3(c)(I), customer is
                not responsible for the costs for the use of the loaner unit.

                  d.     Exclusions. ES&S has no obligation under this Agreement to (i) repair or
        replace Hardware components which are consumed in the normal course of operating the
        Hardware, including printer ribbons, paper rolls, batteries, removable memory packs, cancellation
        stamps, ink pads or red stripe pens, or (ii) repair any item of Hardware from which the serial
        number has been removed or altered. In addition, ES&S may, at any time in its discretion,
        determine that any item of Hardware is no longer fit for Hardware Maintenance Services because
        it is in such poor condition that it cannot practically be restored to Normal Working Condition, or
        cannot be restored to Normal Working Condition at an expense which is less than the then-
        current value of such item. If such a determination is made, ES&S shall no longer be required to
        provide Hardware Maintenance Services for such item of Hardware. ES&S shall also refund to
        Customer an amount equal to (1) that portion of the most recent fee paid for Hardware
        Maintenance Services which is attributable to such item of Hardware, multiplied by (2) a fraction,
        the numerator of which is the remaining number of days in the Hardware Maintenance Term or
        renewal period for which such fee was paid and the denominator of which is the total number of
        days in such Hardware Maintenance Term.

                 e.        Sole Provider; Access. Customer shall not permit any individual other than an
        ES&S Representative to provide maintenance or repairs with respect to the Hardware for so long
        as a Hardware Maintenance Term is in effect. Customer shall provide ES&S Representatives
        with all information necessary to enable them to provide Hardware Maintenance Services.
        Customer shall likewise provide full access to the Hardware and adequate working space for all
        Hardware Maintenance Services performed at its Designated Location, including sufficient heat,
        lights, ventilation, electric current and outlets.

                f.       Storage. Customer shall properly store the Hardware when it is not in use.

        4.       Fees. In consideration for ES&S’ agreement to provide Hardware Maintenance Services
under this Agreement, Customer shall pay to ES&S a fee for the initial Hardware Maintenance Term and
each renewal period. Such fee shall be in addition to any fees or charges separately referred to in any
Section of this Agreement. The fee for the initial Hardware Maintenance Term is set forth on Attachment
1 and is due on the effective date of this Agreement. ES&S may increase the fee for a renewal period by
not more than 3% 5% of the amount of the most recent fee paid by Customer. The fee for any renewal
period shall be due and payable no later than thirty (30) days prior to the beginning of such renewal
period.

         5.       Taxes; Interest. Customer will provide ES&S with proof of its tax-exempt status. If
Customer does not provide such proof, it shall pay, or shall reimburse ES&S for, all sales and use, excise
or other similar taxes imposed on the transactions contemplated by this Agreement, but shall in no event
be liable for taxes imposed on or measured by ES&S’ income. If Customer disputes the applicability of
any tax to be paid pursuant to this Section 5, it shall pay the tax and may thereafter seek a refund. Any
disputed or undisputed payment which is past due to ES&S will bear interest at the rate of one and one-
half percent per month (or such lesser amount as may be permitted by applicable law) for each month or
portion thereof during which it remains unpaid.

        6.      Limitation of Liability. Neither party will be liable for any indirect, incidental, punitive,
exemplary, special or consequential damages of any kind whatsoever arising out of or relating to this
Agreement. Any action by Customer against ES&S shall be commenced within 1 year after the cause of
action has accrued. ES&S will not be liable under this Agreement for any claim, damage, loss, judgment,



                                               Page 3 of 5                                                 3
penalty, cost, amount paid in settlement or fee which is caused by Customer’s election not to receive, or
to terminate, the Hardware Maintenance Services.

         7.      Excusable Nonperformance. If ES&S is delayed or prevented from performing its
obligations under this Agreement due to any cause beyond its reasonable control, including, but not
limited to, natural disaster, fire, flood, unusually severe weather, terrorism, insurrection, war,
communications or transportation disruptions, Acts of God, labor disputes and governmental regulations,
the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of
performance shall be extended to the extent necessary to allow performance after the cause of delay has
been removed. ES&S agrees to work with Customer, at Customer's request, to develop mutually
agreeable alternatives in order to minimize the negative impact of any such delay.

         8.      Notice. Any notice or other communication required or permitted hereunder shall be in
writing, and will be deemed given when delivered personally, sent by confirmed facsimile transmission,
sent by commercial overnight courier (with written verification of receipt) or sent by registered or certified
mail, return receipt requested, postage prepaid, when the return receipt is received. All communications
shall be sent to the attention of the persons listed on the signature page to this Agreement and at the
addresses or facsimile numbers set forth on such signature page unless other names, addresses or fax
numbers are provided by either or both parties in accordance herewith.

         9.      Entire Agreement. This Agreement, including Attachment 1 (which is specifically
incorporated herein by this reference), contains the entire agreement of the parties with respect to the
subject matter hereof and supersedes and replaces any and all other prior or contemporaneous
discussions, negotiations, agreements or understandings between the parties, whether written or oral,
regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which
conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. This
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota
without regard to its conflicts of laws principles. Except in the case of a sale, transfer or assignment of all
or substantially all of the assets of ES&S to a successor who has asserted its intent to continue the
business of ES&S, neither party may assign or transfer this Agreement without the prior written consent
of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly
delayed. ES&S may engage duly qualified subcontractors to perform certain of the Hardware
Maintenance Services, but shall remain fully responsible for such performance.

        10.     Counterparts; Execution By Facsimile. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but which together shall constitute one
and the same instrument. The parties may execute this Agreement and exchange counterparts of the
signature pages by means of facsimile transmission, and the receipt of such executed counterparts by
facsimile transmission shall be binding on the parties. Following such exchange, the parties shall
promptly exchange original versions of such signature pages.

         IN WITNESS WHEREOF, this Agreement has been executed effective as of the date it is signed
by the last of the parties hereto.

ELECTION SYSTEMS & SOFTWARE, INC.                            HENNEPIN COUNTY, MINNESOTA
11208 John Galt Boulevard                                    Elections – A600
Omaha, NE 68137                                              300 South 6th St
Fax No.: (402) 970-1276                                      Minneapolis, MN 55487


___________________________________                          ____________________________________
Signature                                                    Signature

___________________________________                          ___________________________________
Name (Printed or Typed)                                      Name (Printed or Typed)

__________________________________                           ____________________________________


                                               Page 4 of 5                                                   4
Title                                             Title

_________________________________                 ____________________________________
Date                                              Date




                                    Page 5 of 5                                          5
                                      Attachment 1
                               DESCRIPTION OF HARDWARE

      Quantity             Description               Maintenance Fee Per        Maintenance
                                                            Unit                Fee In Total
         550                  M100                         $128.00               $70,400.00

                                                         (Billed $64.00 every
                                                          6 months per unit)


                 Total Fees Due For Term                                         $70,400.00


Per-Unit Fees if Customer requests more than one Routine Maintenance visit in a year.

       Description                            Fee Per Unit
       M100                                   $70.40


Surcharge for Emergency Remedial Maintenance Services:

       Description                            Fee Per Unit
       M100                                   $110.00



Location of Services:
_X_Customer’s Designated Location
   Depot




                                           Page 6 of 5                                         6
                           City Council Agenda Item #10I
                           Meeting of December 19, 2005


Brief Description:        Resolution authorizing 2006 nonunion employee salary and
                          benefit adjustments.

Recommended Action:       Motion to adopt resolution.

Background

Listed below are the recommended adjustments to salaries and benefits for the city’s
nonunion employees in 2006. This employee group includes the city’s management,
supervisory, confidential, office, technical and non-supervisory personnel. These wages
and benefit increases are similar to what has been approved by the city council
previously for other employee groups.

Recommendation

The following adjustments are recommended:

•     Wages

      It is recommended that base wages for the nonunion employee group be
      increased by 2.25% in 2006. Market adjustments would also be made in
      accordance with the city’s MERIT program. Paid on-call volunteer firefighter
      hourly wage is also determined using this same methodology.

•     Health Insurance

      The city’s contribution toward the monthly family health premium in 2005 is $540.
      It is recommended that the monthly contribution be increased to $560 in 2005.
      Employees selecting either single health coverage or family health coverage in
      2006 will receive the same contribution.

      The city’s monthly contribution toward health premiums will increase by an
      additional $25 a month ($560 to $585) for those employees who participate in the
      LOGIS Health Care Consortium’s health initiative, HealthRewards. The purpose
      of the health initiative program is to assist employees in identifying life style
      choices that may adversely impact their future health, and to give them the option
      of working with an advocate who would assist in finding the services they need
      within the health care system.

      Eligible employees may “opt-out” of the city’s health insurance program (provided
      they have group coverage with their spouse), and receive $230 per month to
      purchase additional benefits offered by the city.
Meeting of December 19, 2005                                               Page 2
Subject: Nonunion Employee Salary and Benefit Adjustments


Council Action

Based on the foregoing, the city council is requested to adopt the attached resolution
authorizing the 2006 nonunion employee salary and benefit adjustments.

Submitted through:
      John Gunyou, City Manager
      Geralyn Barone, Director of Administrative Services

Originated by:
       Betty L. Norton, Personnel Services Administrator
                               RESOLUTION NO. 2006-

RESOLUTION RELATING TO THE 2006 NONUNION EMPLOYEE SALARY AND
BENEFIT ADJUSTMENTS


BE IT RESOLVED by the city council of the City of Minnetonka, Minnesota as follows:

Section 1.   Background.

1.01. The City of Minnetonka has 129 full-time and part-time employees who are
      classified as management, supervisory, confidential, office, technical and non-
      supervisory personnel. This employee group is not represented by a bargaining
      group.

1.02. The city manager annually recommends to the city council adjustments to
      salaries and benefit levels for these employees.

Section 2.   Council Action.

2.01. The city manager is authorized to grant base wage increases of up to 2.25%, and
      market adjustments according to the city’s MERIT Program in 2005 for the City of
      Minnetonka’s non-union employees.

2.02. The city manager is authorized to grant a city contribution for health insurance of
      $560 per month. This amount will be increased by an additional $25 per month
      ($585) if an employee enrolls in the health initiative program, HealthRewards.

2.03. Eligible employees not selecting health coverage who have coverage through
      their spouse may receive up to $230 per month to purchase additional benefits
      offered by the city.

Adopted by the city council of the City of Minnetonka, Minnesota, on December 19,
2005.


Karen J. Anderson, Mayor


ATTEST:


Kathleen A. Magrew, City Clerk
ACTION ON THIS RESOLUTION:

Motion for adoption:
Seconded by:
Voted in favor of:
Voted against:
Abstained:
Absent:
Resolution adopted.

CERTIFIED COPY:

I certify that the foregoing is a correct copy of a resolution adopted by the city council of
the City of Minnetonka, Minnesota, at a meeting held on December 19, 2005.




Kathleen A. Magrew, City Clerk
                          City Council Agenda Item #10J
                          Meeting of December 19, 2006


Brief Description:          Approval of the 2006 Salary Adjustment for the City
                            Manager.

Recommended Action:         Motion to approve.

Background:

According to the employment agreement with the city manager, the city council
reviews the city manager’s salary on an annual basis. This is to occur when
salaries for other non-union city employees are reviewed and adjusted to reflect
inflationary increases and market comparisons. The approval of 2006 salary
adjustments for non-union employees is also on the city council’s December 19,
2005 meeting agenda.

The non-union employee group will receive a 2.25% cost of living adjustment.
Market comparisons for these positions are completed, and all market
adjustments and cost of living increases will be effective the first pay period in
January 2006.

Recommendation:

I am recommending the city manager’s 2006 compensation be increased by
4.02% (from $117,029 to $121,728). The city manager’s salary does qualify for a
market adjustment this year (1.77%). This recommendation would place the city
manager’s salary at the 50th percentile of salaries for city managers in the ten
metro cities closest in population size to Minnetonka. Similar market comparison
data is used in reviewing the salaries for all positions within the city’s non-union
employee group.

The city manager would receive the same monthly benefit contribution as the
non-union employee group. No other changes to the compensation package are
recommended at this time.
Meeting of December 19, 2005                                        Page 2
Subject: Salary Adjustment for the City Manager


Council Action:

Based on the foregoing, it is recommended that the city council adopt the
following motion:

      That the city manager’s base salary is adjusted by 4.02% effective the first
      pay period in 2006.

Submitted through:
      Karen J. Anderson, Mayor

Originated by:
       Betty Norton, Personnel Services Administrator
                           City Council Agenda Item #10K
                            Meeting of December 19, 2005


Brief Description:        Resolution amending the employee health reimbursement
                          arrangement (HRA) summary description and plan
                          document.

Recommended Action:       Adopt resolution.

Background

One of the health plan options for city employees involves a deductible insurance plan
paired with a health reimbursement arrangement (HRA). A portion of the city’s monthly
benefit contribution is placed in an individual’s HRA account to assist in paying
deductible expenses incurred under this plan option.

The deductible health insurance option was first offered to employees in 2005. At that
time, the city council approved a tax-exempt trust as the funding mechanism for the
HRA. At the December 19, 2005 meeting, the city council is asked to approve an
amendment to the HRA summary description and plan document. These documents
and any amendments to these documents must be approved by the city council per the
IRS, the regulatory agency for these funding mechanisms.

One of the amendments the council is being asked to approve excludes prescription
drug cost reimbursements for active employees enrolled in the plan. Employees prefer
instead to run these expenses through their flexible spending account (FSA) program.
Employees are prohibited from reimbursement for prescription costs from their FSA until
such time as funds are exhausted in the HRA.

HRA funds roll-over into the new plan year; FSA funds do not. Participants in the HRA
program want their funds to roll-over from year to year so the balances can grow and be
available for health care expenses during retirement. The proposed amendment allows
employees to use FSA funds for prescription costs.

Additional, less significant, changes need to be made to the summary description and
plan document. They include the removal of the privacy notification from the summary
description and a full COBRA notice in Article V. The plan document has also been
updated to more clearly define the city’s obligation for HIPAA security and privacy
regulations.
Recommendation

At the December 19, 2005 meeting, the city council is asked to adopt the attached
resolution amending the city’s health reimbursement arrangement summary description
and plan document.

Submitted through:
      John Gunyou, City Manager
      Geralyn Barone, Director of Administrative Services

Originated by:
       Betty Norton, Personnel Services Administrator




                                          2
                               RESOLUTION NO. 2006-

BE IT RESOLVED by the city council of the City of Minnetonka, Minnesota as follows:

Section 1.   Background.

1.01.        Effective January 1, 2005, current and former eligible city of Minnetonka
             employees may participate in a health plan option involving deductibles
             and a health reimbursement arrangement (Plan).

1.02.        The Plan is intended to be a health reimbursement arrangement (HRA)
             within Sections 105 and 106 of the Internal Revenue Code of 1986
             (Code), and in accordance with Revenue Ruling 2002-41 (June 26, 2002).

1.03.        At its January 24, 2005 meeting, the city council approved the
             establishment of a tax-exempt trust as described in Section 501(c) (9) of
             the Code (Trust) through which benefits provided under the Plan will be
             funded.

1.04.        The city council wishes to amend the Plan as follows:

             A.   Amend the summary plan description and plan document to exclude
                  prescription drugs under eligible health care expenses.
             B.   Remove the privacy notification from the summary description and
                  add a full COBRA notice in Article V.
             C.   Update the plan document to more clearly define the city’s obligation
                  for HIPAA security and privacy regulations.

Section 2.   Council Action.

2.01.        The amendments to the employee health reimbursement arrangement
             (HRA) summary description and plan document as described above are
             hereby approved.

Adopted by the city council of the City of Minnetonka, Minnesota, on December 19,
2005.



Janis A. Callison, Mayor




                                          3
ATTEST:



Kathleen A. Magrew, City Clerk

ACTION ON THIS RESOLUTION:

Motion for adoption:
Seconded by:
Voted in favor of:
Voted against:
Abstained:
Absent:
Resolution adopted.



I hereby certify that the foregoing is a true and correct copy of a resolution adopted by
the city council of the City of Minnetonka, Minnesota, at a duly authorized meeting held
on December 19, 2005.



Kathleen A. Magrew, City Clerk




                                           4
        CITY OF MINNETONKA
HEALTH REIMBURSEMENT ARRANGEMENT




               5
                                                  TABLE OF CONTENTS

ARTICLE I. INTRODUCTION ................................................................................................................2

ARTICLE II. DEFINITIONS ...................................................................................................................3

ARTICLE III. EMPLOYER......................................................................................................................6

ARTICLE IV. ELIGIBILITY AND PARTICIPATION OF EMPLOYEES............................................................7

ARTICLE V. BENEFITS UNDER THE PLAN .............................................................................................9

ARTICLE VI. CONTRIBUTIONS...........................................................................................................13

ARTICLE VII. CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM ..........................................14

ARTICLE VIII. COBRA COVERAGE ......................................................................................................15

ARTICLE IX. HIPAA PRIVACY AND SECURITY PROVISIONS .................................................................18

ARTICLE X. PLAN ADMINISTRATION..................................................................................................22

ARTICLE XI. PLAN AMENDMENT AND TERMINATION ..........................................................................24

ARTICLE XII. GENERAL PROVISIONS .................................................................................................25




                                                                     i
                                                ARTICLE I.
                                              INTRODUCTION

1.1      Establishment. City of Minnetonka established the City of Minnetonka Health Reimbursement
         Arrangement (the “Plan”) effective January 1, 2005. This amended and restated Plan is effective
         January 1, 2006.

1.2      Purpose. The purpose of the Plan is to provide certain Employees with an opportunity to
         receive reimbursement for certain health care expenses as provided in this Plan. It is the
         intention of the Employer that the benefits provided and payable under this Plan be eligible for
         exclusion from the gross income of Participants as provided by Sections 105(b) and 106 of the
         Code. In addition, it is the intention of the Employer that the Plan qualify as a Health
         Reimbursement Arrangement (“HRA”) under IRS Revenue Ruling 2002-41 (June 26, 2002) and
         IRS Notice 2002-45 (June 26, 2002).

1.3      HIPAA Privacy and Security Rules. This Plan is a “covered entity” for purposes of the Privacy
         Rules and Security Rules as described in greater detail in Article VIII below.

1.4      Not ERISA Plan. This Plan is not an employee welfare benefit plan for purposes of ERISA.

1.5      Trust. This Plan is intended to be funded through a Trust, reflected in a separate document.




City of Minnetonka HRA
                                                  ARTICLE II.
                                                 DEFINITIONS

      The following words and phrases are used in this Plan and shall have the meanings set forth in this
Article unless a different meaning is clearly required by the context or is defined within an Article.

2.1      Authorized Representative means, for the claims and appeal procedures, the person entitled
         to act on behalf of the claimant with respect to a benefit claim or appeal. In order for the Plan
         to recognize a person as an Authorized Representative, written notification to that affect signed
         by the claimant and notarized must be received by the Plan. An assignment for purposes of
         payment is not designation of an “Authorized Representative.”

2.2      Claims Administrator means Acclaim Benefits, designated by and under contract with the Plan
         Administrator to perform certain administrative functions.

2.3      Code means the Internal Revenue Code of 1986, as amended from time to time.

2.4      Co-Payment means the co-insurance amounts (flat dollar or percentage) described and for
         which the Covered Individual is responsible under the HD Health Plan.

2.5      Covered Individual means a Participant, Dependent of a Participant and the Spouse of a
         Participant, and any other person appropriately covered under the Plan.

1.05.    Deductible means the amount under the HD Health Plan required to be paid by the Covered
         Individual before the HD Health Plan begins to pay.

2.6      Dependent means “dependent” as defined in Section 152 of the Code determined without
         regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof.

2.7      Employee means any person employed by the Employer on or after the Effective Date, except
         that it shall not include a self-employed individual as described in Section 401(c) of the Code. All
         employees who are treated as employed by a single employer under Subsections (b), (c) or (m)
         of Section 414 of the Code are treated as employed by a single employer for purposes of this
         Plan.

         Employee does not include the following:

         (a)      Any employee included within a unit of employees covered by a collective bargaining unit
                  unless such agreement expressly provides, whether specifically or generally, for coverage
                  of the employee under this Plan;

         (b)      Any employee who is a nonresident alien and receives no earned income from the
                  Employer from sources within the United States; and

         (c)      Any employee who is a leased employee as defined in Section 414(n)(2) of the Code.

2.8      Employer means City of Minnetonka.

2.9      ERISA means the Employee Retirement Income Security Act of 1974 and regulations there
         under, as amended from time to time. Plans sponsored by public sector entities are not subject
         to ERISA.




City of Minnetonka HRA                                3
2.10     Employer Contribution means a nonelective contribution made by the Employer on behalf of
         each Participant in the Plan. The Employer Contribution is an amount that has not been actually
         or constructively received by the Participant, and it is made available to the Participant
         exclusively for reimbursement under the Plan.

2.11     Entry Date means the date upon which an Employee satisfies the eligibility requirements set
         forth in Section 4.1

1.06.    ePHI means PHI maintained or transmitted in electronic media, including, but not limited to,
         electronic storage media (i.e., hard drives, digital memory medium) and transmission media used
         to exchange information in electronic storage media (i.e., internet, extranet, and other
         networks). PHI transmitted via facsimile and telephone is not considered to be transmissions via
         electronic media.

2.12     HD Health Plan means the high deductible, major medical group health plan adopted and
         sponsored by the Employer.

1.07.    Health Care Expense means:

         (a)      For Participants actively employed by the Employer, (i) expenses for medical care that
                  are covered, and would be paid, by the HD Health Plan but for the HD Health Plan’s
                  Deductible and Co-Payment requirements, and (ii) expenses for medical care that are
                  covered, and would be paid, by a major medical plan in which the Participant’s spouse is
                  enrolled through his/her employer but for that plan’s Deductible and Co-Payment
                  requirements. Notwithstanding the foregoing, Health Care Expense shall not include
                  expenses for prescription drugs.

         (b)      For Participants not actively employed by the Employer, any expenses for medical care as
                  defined in Section 213(d) of the Code. In accordance with Section 213(d) of the Code,
                  with respect to premiums for qualified long-term care insurance, the amount of such
                  premium that will qualify as a Health Care Expense shall be limited to the portion that
                  constitutes “eligible long-term care premiums” as defined in Section 213(d)(10) of the
                  Code.

2.13     Health Reimbursement Arrangement (“HRA”) means an employer funded medical
         reimbursement program within the meaning of IRS Revenue Ruling 2002-41 (June 26, 2002) and
         IRS Notice 2002-45 (June 26, 2002).

1.08.    Highly Compensated Individual means an individual who is among the highest paid 25
         percent of all Employees, other than excludable employees under Section 105(h)(3)(B) of the
         Code.

2.14     HIPAA means the Health Insurance Portability and Accountability Act of 1996 and regulations
         thereunder, as amended from time to time.

1.09.    HRA Account means “health reimbursement arrangement account” and is the record keeping
         account established under the Plan for each Participant.

1.10.    Managing Body means the person or persons with authority to make decisions for the
         Employer.




City of Minnetonka HRA                               4
2.15     Participant means an Employee who has become and not ceased to be a Participant pursuant
         to Article IV. In addition, Participant includes persons “deemed” to be Participants under a
         specific provision of this Plan.

1.11.    PHI means health information that:

         (a)      is created or received by a health care provider, health plan, public health authority,
                  employer, life insurer, school or university, or health care clearinghouse;

         (b)      relates to the past, present, or future physical or mental health or condition of an
                  individual; the provision of health care to an individual; or the past, present, or future
                  payment for the provision of health care to an individual; and

         (c)      either identifies the individual or reasonably could be used to identify the individual.

1.12.    Plan means the City of Minnetonka Health Reimbursement Arrangement.

2.16     Plan Administrator means the entity, person or persons responsible for the Plan’s
         administration as determined under Section 10.1.

2.17     Plan Year means the twelve (12) month period beginning on January 1 and ending on
         December 31. The records of the Plan will be kept based upon the Plan Year.

2.18     Privacy Rules means the Standards of Privacy of Individually Identifiable Health Information at
         45 C.F.R. part 160 and part 164 at subparts A and E.

1.13.    Security Incident means “security incident” as defined in 45 C.F.R. Section 164.304, which
         generally defines “security incident” to include attempted or successful unauthorized access, use,
         disclosure, modification, or destruction of ePHI.

1.14.    Security Rules means the Security Standards and Implementation Specifications at 45 C.F.R.
         Part 160 and Part 164, subpart C.

2.19     Spouse means an individual who is legally married to a Participant (and who is treated as a
         spouse under the Code).

1.15.    Trust means the City of Minnetonka Health Reimbursement Arrangement Trust, created for the
         purpose of accepting and holding Employer Contributions, and limited other contributions, made
         under the Plan.

1.16.    Trustee means the person or persons identified as a “Trustee” under the Trust.




City of Minnetonka HRA                                 5
                                                 ARTICLE III.
                                                  EMPLOYER

3.1      Adoption of Plan. The Employer may adopt the Plan by resolution duly adopted or motion duly
         passed by its Managing Body and upon execution of this Plan document.

3.2      Recordkeeping and Reporting. An Employer shall furnish, or arrange for the furnishing, to
         the Claims Administrator the information with respect to each Covered Individual necessary to
         enable the Claims Administrator to maintain records sufficient to determine the benefits due to or
         which may become due and to prepare and provide any reports required by law.




City of Minnetonka HRA                               6
                                             ARTICLE IV.
                            ELIGIBILITY AND PARTICIPATION OF EMPLOYEES

4.1      Eligibility Requirements. Each Employee shall be eligible to participate in this Plan upon
         becoming covered under the HD Health Plan.

4.2      Participant Status. An Employee who has met the eligibility requirements described in Section
         4.1 shall be a Participant as of the Employee’s Entry Date.

4.3      Conditions of Participation. As a condition of participation and receipt of benefits under this
         Plan, the Participant agrees to:

         (a)      Observe all Plan rules and regulations;

         (b)      Consent to inquiries by the Claims Administrator and Plan Administrator with respect to
                  any provider of services involved in a claim under this Plan;

         (c)      Submit to the Plan Administrator all notifications, reports, bills, and other information
                  required by the Plan or which the Claims Administrator and Plan Administrator may
                  reasonably require; and

         (d)      Cooperate with all reasonable requests of the Claims Administrator and Plan
                  Administrator that may by necessary for the proper administration of the Plan.

         Failure to do so relieves the Plan, Plan Administrator, Claims Administrator, and Employer of any
         obligations under this Plan with respect to that Participant and any others claiming entitlement to
         benefits under this Plan through that Participant and shall result in the termination of the
         Participant’s participation in the Plan.

4.4      Termination of Contributions. A Participant shall cease to be eligible to receive contributions
         under this Plan at midnight of the earliest of the following dates:

         (a)      The date of the death of the Participant;

         (b)      The date of termination of the Participant’s employment with the Employer;

         (c)      The date of the Participant’s failure to meet the eligibility requirements of Section 4.1, as
                  may be amended from time to time in accordance with Article XI; or

         (d)      The date of termination of the Plan in accordance with Article XI.

         Termination of contributions under this Plan shall not prevent a Participant from receiving
         continuation coverage required by applicable law.

4.5      Termination of Participation. A Participant automatically ceases to be a Participant at
         midnight of the earliest of the following dates:

         (a)      The date of the death of the Participant;

         (b)      The date the balance of the Participant’s HRA Account reaches zero, if no further
                  contributions will be made to said account under Article VI;

         (c)      The date of termination of the Participant’s employment with the Employer;


City of Minnetonka HRA                                 7
         (d)      The date of the Participant’s failure to meet the eligibility requirements of Section 4.1, as
                  may be amended from time to time in accordance with Article XI; or

         (e)      The date of termination of the Plan in accordance with Article XI.

         Termination of participation in this Plan shall not prevent a former Participant from receiving
         continuation coverage required by applicable law.

4.6      Deemed Participants. For certain purposes, persons that were not Employees are deemed to
         be Participants as required by law.




City of Minnetonka HRA                                 8
                                               ARTICLE V.
                                        BENEFITS UNDER THE PLAN

5.1      Health Reimbursement Arrangement (“HRA”) Account. The HRA Account will be credited
         with the Employer Contribution. A Participant’s HRA Account will be decreased from time to time
         in the amount of payments made to the Participant for Health Care Expenses. The funds in a
         Participant’s HRA Account will be invested by the Plan Administrator in investments with the goal
         of principal preservation. Earnings upon the investments shall be allocated pro ratably to the
         HRA Accounts of each Participant on a monthly basis.

5.2      Claims for Reimbursement. A Participant may elect to make claims under this Plan by
         completing and submitting a claim form or, if such service is provided by the Claims
         Administrator, to have claims under this Plan made automatically on his/her behalf as further
         described below. Such an election shall be made by completing a form provided by the Plan
         Administrator. If no such election form is submitted, the Participant must make claims via claim
         forms. An election regarding the filing of claims may be changed at any time by a Participant
         upon submitting a new election form to the Plan Administrator. Claims shall be determined in
         accordance with Article VII.

         (a)      Claims for reimbursement made by claim form shall be made by completing and
                  submitting such form to the Claims Administrator. The Claims Administrator is entitled to
                  rely upon the information provided on the claim form in processing claims under this
                  Plan. A claim must be submitted for payment within twelve (12) calendar months
                  following the close of the Plan Year in which the Health Care Expense was incurred.
                  Where circumstances beyond the Participant’s control prevent submission within the
                  described time frame, notice of a claim with an explanation of the circumstances may be
                  accepted by the Claims Administrator as a timely filing.

         (b)      Automatic claims reimbursement, if such service is provided by the Claims Administrator,
                  shall be available to Participants actively employed by the Employer for Health Care
                  Expenses describe in Section 2.15(a)(i). Such claims will be electronically transferred
                  from the HD Health Plan carrier to the Claims Administrator for processing.

5.3      Incurred Expenses. To be reimbursable, the Participant must have incurred a Health Care
         Expense after his/her Entry Date. An expense is “incurred” when the Participant is provided with
         the care giving rise to the Health Care Expense, not when the service is billed or paid.
         Reimbursement shall not be made for future projected expenses.

5.4      Timing of Reimbursement. A Participant shall be reimbursed weekly. However, no
         reimbursement shall be made if a Participant’s claims do not exceed $10.00. If elected by a
         Participant, reimbursement payments will be direct deposited into an account designated by the
         Participant.

5.5      Maximum Reimbursement. The maximum reimbursement a Participant may receive at any
         time shall be the amount of the Participant’s HRA Account balance at the time the reimbursement
         request is processed. Except as limited by the preceding sentence, there is no maximum
         reimbursement amount a Participant may receive during a Plan Year.                The maximum
         reimbursement requirements apply to the Participant, Spouse, and Dependents on an aggregate
         basis, not an individual basis. If a Participant’s claim is for an amount that is more than the
         Participant’s current HRA Account balance, the excess, unreimbursed part of the claim will be
         carried into the subsequent month(s), to be paid as the balance of the Participant’s HRA Account
         becomes adequate. Notwithstanding the foregoing, the excess, unreimbursed portion of a claim
         will not be carried over into the subsequent month(s) if: (a) the claim has been pending at least


City of Minnetonka HRA                               9
         eighteen (18) months; or (b) no further contributions will be made to the Participant’s HRA
         Account under Article VI.

1.17.    Termination of Eligibility.

         (a)      Termination of Employment or Failure to Meet the Eligibility Requirements.

                  1.       Notwithstanding anything herein to the contrary, in the event a Participant’s
                           participation in the Plan terminates because of a termination of employment (in
                           circumstances other than the Participant’s death) or because the Participant fails
                           to meet the eligibility requirements of Section 4.1, and the former Participant or
                           the former Participant’s Spouse and/or Dependents had incurred a Health Care
                           Expense prior to the date of termination of participation that would have been
                           reimbursable out of the Participant's HC Account but that has not been submitted
                           for reimbursement, the former Participant may submit such Health Care Expense
                           for reimbursement in accordance with Section 5.2. Such claims must be
                           submitted within 30 days following the termination of the Participant’s
                           participation (the “claims run-out period”).

                  2.       Notwithstanding anything herein to the contrary, the former Participant may
                           continue to access the HC Account following termination of employment or
                           cessation of eligibility for purposes of obtaining reimbursement of Health Care
                           Expenses. Such access shall continue until the earliest to occur of the events
                           identified in Section 4.5(a), (b), or (e). Such access shall also be provided to
                           those individuals, if any, who at the time of the termination of the Participant’s
                           participation were the Participant’s Spouse or Dependents. Such access to the
                           Participant’s HC Account by a Spouse and Dependents shall cease upon the
                           earlier of the date of termination of the Participant’s access or the date the
                           Spouse ceases to be a Spouse or the Dependent ceases to be a Dependent, as
                           the case may be. If continuation coverage is required by applicable law, the
                           access described in this Section 5.6(a)(2) shall be provided only if offered as and
                           selected in lieu of such continuation coverage.

         (b)      Death.

                  1.       Notwithstanding anything herein to the contrary, in the event a Participant’s
                           participation in the Plan terminates because of the Participant’s death and the
                           former Participant, or the former Participant’s Spouse and/or Dependents, had
                           incurred a Health Care Expense prior to the Participant’s death that would have
                           been reimbursable out of the Participant's HC Account but that has not been
                           submitted for reimbursement, the deceased Participant's estate may submit such
                           Health Care Expense for reimbursement in accordance with Section 5.2. A
                           certified copy of the deceased Participant’s death certificate and proof that the
                           person acting upon behalf of such Participant’s estate has authority to do so
                           must be submitted with such claims. Such claims must be submitted within 180
                           days following the death of the Participant (the “claims run-out period”).

                  2.       Notwithstanding anything herein to the contrary, the deceased Participant’s
                           surviving Spouse, if any, may continue to access the Participant’s HC Account for
                           purposes of obtaining reimbursement of Health Care Expenses incurred by
                           him/her until the earlier of: (i) the date on which the HC Account balance
                           reaches zero; or (ii) the date on which the surviving Spouse dies. No claim shall
                           be paid to a surviving Spouse pursuant to this subsection (2) unless a certified


City of Minnetonka HRA                                 10
                         copy of the deceased Participant’s death certificate has been provided to the
                         Claims Administrator. If continuation coverage is required by applicable law, the
                         access described in this Section 5.6(b)(2) shall be provided only if offered as and
                         selected in lieu of such continuation coverage.

                  3.     Notwithstanding anything herein to the contrary, the deceased Participant’s
                         surviving Dependents, if any, may continue to access the Participant’s HC
                         Account for purposes of obtaining reimbursement of Health Care Expenses
                         incurred by them until the earlier of: (i) the date on which the HC Account
                         balance reaches zero; or (ii) the date the last surviving Dependent dies. No
                         claim shall be paid to a surviving Dependent pursuant to this subsection (3)
                         unless a certified copy of the deceased Participant’s death certificate has been
                         provided to the Claims Administrator. If continuation coverage is required by
                         applicable law, the access described in this Section 5.6(b)(3) shall be provided
                         only if offered as and selected in lieu of such continuation coverage.

                  4.     No one other than the Participant’s Spouse and Dependants may have access to
                         the Participant’s HRA Account following the Participant’s death.

5.6      Nondiscrimination.       This Plan is intended to be nondiscriminatory and to meet the
         requirements under applicable sections of the Code. If the Plan Administrator determines before
         or during any Plan Year, that the Plan may fail to satisfy any nondiscrimination requirement
         imposed by the Code or any limitation on benefits provided to Highly Compensated Individuals,
         the Plan Administrator shall take such action as the Plan Administrator deems appropriate, under
         rules uniformly applicable to similarly situated Participants, to assure compliance with such
         requirements or limitation, including, but not limited to changing the definition of Health Care
         Expense for Highly Compensated Individuals so that only health insurance premiums are
         reimbursable under the Plan.

5.7      HRA Account Forfeitures. Any amount remaining in a Participant’s HRA Account shall be
         forfeited as of the later of: (i) the expiration of the applicable claims run-out period following the
         termination of Participant’s participation in the Plan, (ii) the termination of any continuation
         coverage provided by the Plan under applicable law, or (iii) the termination of any coverage
         provided by the Plan in lieu of continuation coverage required by applicable law. The Plan
         Administrator may use such forfeited amounts to defray the reasonable administrative costs of
         the Plan or for any other purpose permitted by law. Under no circumstances shall the Plan
         Administrator establish an outside formal arrangement under which the forfeited amounts will be
         “currently available” (as defined by the Internal Revenue Service proposed or final regulations) to
         the Participant who experienced the forfeiture.

1.18.    Medical Child Support Orders. Notwithstanding any provision of this Plan to the contrary this
         Plan shall recognize medical child support orders as required under applicable state law or under
         the Child Support Performance and Incentive Act of 1998.. Participants involved in a divorce or
         child custody matter should be directed to have their legal counsel contact the Claims
         Administrator.

5.8      Coordination with Cafeteria Plan. To the extent the Employer also sponsors a cafeteria plan
         within the meaning of Section 125 of the Code, and a Covered Individual incurs expenses eligible
         for reimbursement under both programs, this Plan shall pay first. To the extent claims have
         been made that exceed the balance of the Participant’s account and no additional Employer
         Contributions will be made to the HRA Account during the Plan Year, the Participant may elect to
         have the unreimbursed claim(s) (or portion thereof) automatically be submitted to the Flexible
         Spending Account component of the Employer’s cafeteria plan or to have the option of submitting


City of Minnetonka HRA                                11
         such claims to the Flexible Spending Account. Such an election shall be made by completing and
         submitting a form provided by the Plan Administrator. If no such election form is received by the
         Plan Administrator, such claims will be automatically submitted to the Flexible Spending Account.
         An election regarding the submission of claims to the Flexible Spending Account may be changed
         at any time by a Participant upon submitting a new election form to the Plan Administrator.

5.9      Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Continued
         coverage shall be provided only if and as required under the Consolidated Omnibus Budget
         Reconciliation Act of 1985 (“COBRA”), as amended. To the extent not contained in Article VIII,
         the Plan Administrator shall, within the parameters of the law, establish uniform policies by which
         to provide such continuation coverage including, but not limited to, providing alternative
         coverage in lieu of COBRA as provided in the regulations. There shall also be compliance with
         any state laws concerning continuation of health insurance coverage to the extent applicable to
         the Plan and not preempted by federal law.

5.10     Further Limitations on Benefits.

         (a)      This Plan does not cover expenses incurred for any loss caused by or resulting from
                  injury or disease for which benefits are payable under any worker's compensation law or
                  other employer, union, association or governmental sponsored group insurance plan.

         (b)      This Plan does not cover expenses incurred for any loss caused by or resulting from
                  injury or disease for which benefits are received by the Participant, the Participant's
                  Spouse or the Participant's Dependent under any health and accident insurance policy or
                  program, whether or not premiums are paid by the Employer or by the Participant, the
                  Participant's Spouse or the Participant's Dependent child.

         (c)      Amounts reimbursed under a dependent care assistance program described in Section
                  129 of the Code shall not be reimbursed under this Plan.




City of Minnetonka HRA                               12
                                                 ARTICLE VI.
                                               CONTRIBUTIONS

6.1      Employer Contributions. The Employer shall make a fixed contribution per Participant as
         described in the applicable collective bargaining agreement and/or personnel policy. The amount
         of the Employer Contribution, and any restrictions on the contribution or use thereof, shall be
         established by the Employer and communicated to the Participants prior to the beginning of each
         Plan Year. The Employer reserves the right to change the amount of the Employer Contribution
         from time to time in its sole discretion. Any such change shall be communicated to the
         Participants. Employer Contributions shall be available for reimbursement of Health Care
         Expenses upon the deposit of such contributions in a Participant’s HRA Account.

6.2      No Employee Contributions. Except for contributions required for continuation coverage as
         described in Section 5.11, no contributions other than Employer Contributions are required nor
         will they be accepted.

1.19.    Trust. All contributions shall be held in the Trust.




City of Minnetonka HRA                                13
                                           ARTICLE VII.
                         CLAIMS DETERMINATIONS AND REVIEW OF DENIED CLAIM

7.1      Claims Determination. Within thirty (30) days after a claim for benefits is filed, the claim will
         either have been paid or the Employer, or the Claims Administrator as the Employer’s designee,
         will notify the Participant that it has been denied. If the claim is denied, the Participant will be
         provided with the following information in writing: (i) the specific reasons for the denial; and, (ii)
         a description of any additional material or information necessary for the Participant to complete
         the claim, and an explanation of why such material or information is necessary.

7.2      Review of Denied Claim. There is no right to appeal denied claims.




City of Minnetonka HRA                                14
                                                 ARTICLE VIII.
                                               COBRA COVERAGE

8.1      Compliance with COBRA. Continued coverage for the Plan shall be provided only if and as
         required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as
         amended.

8.2      COBRA Policies and Procedures. To the extent not provided herein, the Plan Administrator
         shall, within the parameters of the law, establish uniform policies by which to provide such
         continuation coverage.

8.3      Notification Procedures. The Plan requires the notifications described below with respect to
         continuation coverage under COBRA:

         (a)      Notice of qualifying event. Under the law, a Covered Individual (or a representative
                  acting on behalf of the Covered Individual) has the responsibility to inform the Plan of a
                  divorce, legal separation, or a child losing dependent status under the Plan (the
                  “qualifying event”) within sixty (60) days of the latest of: (i) the date of the qualifying
                  event; (ii) the date coverage would be lost because of the qualifying event; or (iii) the
                  date on which the Covered Individual was informed of the responsibility to provide notice
                  and the procedures for doing so. The notification must be provided in writing and be
                  mailed to the Plan. Oral notification, including notification by telephone is not
                  acceptable. Electronic (including emailed or faxed) or hand-delivered notifications are
                  not acceptable. The notification must be postmarked no later than the last day of the
                  sixty (60) day notice period described above. The notification must:

                  (1)     state the name of the Plan;
                  (2)     state the name and address of the employee or former employee who is or was
                          covered under the Plan;
                  (3)     state the name(s) and address(es) of all Covered Individuals who lost coverage
                          due to the qualifying event;
                  (4)     include a detailed description of the event;
                  (5)     identify the effective date of the event; and
                  (6)     be accompanied by any documentation providing proof of the event (i.e., the
                          divorce decree).

                  If no notification is received within the required time period, no continuation coverage
                  will be provided. If the notification is incomplete, it will be deemed timely if the Plan is
                  able to determine the plan to which it applies, the identity of the employee and the
                  Covered Individuals, the qualifying event, and the date on which the qualifying event
                  occurred, provided that the missing information is provided within thirty (30) days. If the
                  missing information is not provided within that time, the notification will be ineffective
                  and no continuation coverage will be provided.


         (b)      Notice of second qualifying event. A Covered Individual (or a representative acting
                  on behalf of the Covered Individual) must notify the Plan of the death of the employee,
                  divorce or separation from the employee, or a dependent child’s ceasing to be eligible for
                  coverage as a dependent under the Plan, if that event occurs within the eighteen (18)
                  month continuation period (or an extension of that period for disability or for pre-
                  termination Medicare entitlement). The notification must be provided within sixty (60)
                  days after such a second qualifying event occurs in order to be entitled to an extension
                  of the continuation period. The notification must be provided in writing and be mailed to

City of Minnetonka HRA                                15
                  the Plan. Oral notification, including notice by telephone is not acceptable. Electronic
                  (including emailed or faxed) or hand-delivered notifications are not acceptable. The
                  notification must be postmarked no later than the last day of the sixty (60) day notice
                  period described above. The notification must:

                  (1)     state the name of the `Plan;
                  (2)     state the name and address of the employee or former employee who is or was
                          covered under the Plan;
                  (3)     state the name(s) and address(es) of all Covered Individuals who lost coverage
                          due to the initial qualifying event and who are receiving COBRA coverage at the
                          time of the notice;
                  (4)     identify the nature and date of the initial qualifying event that entitled the
                          Covered Individuals to COBRA coverage;
                  (5)     include a detailed description of the event;
                  (6)     identify the effective date of the event; and
                  (7)     be accompanied by any documentation providing proof of the event (i.e., the
                          divorce decree).

                  If no notification is received within the required time period, no extension of the
                  continuation period will be provided. If the notification is incomplete, it will be deemed
                  timely if the Plan is able to determine the plan to which it applies, the identity of the
                  employee and the Covered Individuals, the qualifying event, and the date on which the
                  qualifying event occurred, provided that the missing information is provided within thirty
                  (30) days. If the missing information is not provided within that time, the notification will
                  be ineffective and no extension of the continuation period will be provided.

         (c)      Notice of disability. A Covered Individual (or a representative acting on behalf of the
                  Covered Individual) must notify the Plan when a Covered Individual has been determined
                  to be disabled under the Social Security Act within sixty (60) days of the latest of: (i) the
                  date of the disability determination; (ii) the date of the qualifying event; (iii) the date
                  coverage would be lost because of the qualifying event; or (iv) the date on which the
                  Covered Individual was informed of the responsibility to provide notice and the
                  procedures for doing so. Notwithstanding the foregoing, notification must be provided
                  before the end of the first eighteen (18) months of continuation coverage. The
                  notification must be provided in writing and be mailed to the Plan. Oral notification,
                  including notice by telephone is not acceptable. Electronic (including emailed or faxed)
                  or hand-delivered notices are not acceptable. The notification must be postmarked no
                  later than the last day of the sixty (60) day notice period described above. The
                  notification must:

                  (1)     state the name of the Plan;
                  (2)     state the name and address of the employee or former employee who is or was
                          covered under the Plan;
                  (3)     state the name(s) and address(es) of all Covered Individuals who lost coverage
                          due to the initial qualifying event and who are receiving COBRA coverage at the
                          time of the notice;
                  (4)     identify the nature and date of the initial qualifying event that entitled the
                          qualified beneficiaries to COBRA coverage;
                  (5)     state the name of the disabled Covered Individual;
                  (6)     identify the date upon which the disabled Covered Individual became disabled;
                  (7)     identify the date upon which the Social Security Administration made its
                          determination of disability; and
                  (8)      include a copy of the determination of the Social Security Administration.


City of Minnetonka HRA                                16
                  If no notification is received within the required time period, no extension of the
                  continuation period will be provided. If the notification is incomplete, it will be deemed
                  timely if the Plan is able to determine the plan to which it applies, the identity of the
                  employee and the Covered Individuals, the qualifying event, and the date on which the
                  qualifying event occurred, provided that the missing information is provided within thirty
                  (30) days. If the missing information is not provided within that time, the notification will
                  be ineffective and no extension of the continuation period will be provided.

                  If such person has been determined under the Social Security Act to no longer be
                  disabled, the person must notify the Plan of that determination within thirty (30) days of
                  the later of: (i) the date of such determination; or (ii) the date on which the Covered
                  Individual was informed of the responsibility to provide notice and the procedures for
                  doing so. The notification must be in writing and be mailed to the Plan. Regardless of
                  when the notification is provided, continuation coverage will terminate retroactively on
                  the first day of the month that begins thirty (30) days after the date of the
                  determination, or the end of the initial coverage period, if later. If the notification is not
                  provided within the required time, the Plan reserve the right to seek reimbursement of
                  any benefits provided by the Plan between the date coverage terminates and the date
                  the notification is provided.

         (d)      Notice of Coverage Under Another Group Health Plan or Medicare. A Covered
                  Individual must notify the Plan immediately if any Covered Individuals receiving
                  continuation coverage actually become covered by another group health plan or
                  Medicare. Regardless of when such notification is provided, coverage will terminate
                  retroactively to the date of the coverage under the other group health plan or Medicare.
                  If, for whatever reason, a Covered Individual on continuation coverage receives any
                  benefits under the Plan after coverage is to cease under the foregoing rule, the Plan
                  reserve the right to seek reimbursement from such Covered Individual.




City of Minnetonka HRA                                 17
                                          ARTICLE IX.
                            HIPAA PRIVACY AND SECURITY PROVISIONS

       The Privacy Rules under HIPAA apply to this Plan. As of April 20, 2006, the Security Rules under
HIPAA apply to the Plan.

9.1      Use and Disclosure of PHI. The Plan will use PHI to the extent of and in accordance with the
         uses and disclosures permitted by HIPAA. Specifically, the Plan will use and disclose PHI for
         purposes related to health care treatment, payment for health care and health care operations.
         The Plan will also use and disclose PHI as permitted by authorization of the subject of PHI.

         (a)      Payment includes activities undertaken by the Plan to obtain premiums or determine or
                  fulfill its responsibility for coverage and provision of Plan benefits that relate to an
                  individual to whom health care is provided. These activities include, but are not limited
                  to, the following:

                  (1)     Determination of eligibility, coverage and cost sharing amounts (for example,
                          cost of a benefit, plan maximums and co-payments as determined for an
                          individual’s claim);

                  (2)     Coordination of benefits;

                  (3)     Adjudication of health benefits claims (including appeals and other payment
                          disputes);

                  (4)     Subrogation of health benefit claims;

                  (5)     Establishing employee contributions;

                  (6)     Risk adjusting amounts due based on enrollee health status and demographic
                          characteristics;

                  (7)     Billing, collection activities and related health care data processing;

                  (8)     Claims management and related health care data processing, including auditing
                          payments, investigating and resolving payment disputes and responding to
                          participant inquiries about payments;

                  (9)     Obtaining payment under a contract for reinsurance (including stop-loss and
                          excess of loss insurance);

                  (10)    Medical necessity reviews or reviews of appropriateness of care or justification of
                          charges;

                  (11)    Utilization review, including pre-certification, preauthorization, concurrent review
                          and retrospective review;

                  (12)    Disclosure to consumer reporting agencies related to the collection of premiums
                          or reimbursement (the following PHI may be disclosed for payment purposes:
                          name and address, date of birth, Social Security number, payment history,
                          account number and name and address of provider and/or health Plan; and

                  (13)    Reimbursement to the Plan.


City of Minnetonka HRA                                18
         (b)      Health care operations include, but are not limited to, the following activities:

                  (1)     Quality assessment;

                  (2)     Population-based activities relating to improving health or reduction health care
                          costs, protocol development, case management and care coordination, disease
                          management, contacting health care providers and patients with information
                          about treatment alternatives and related functions;

                  (3)     Rating provider and Plan performance, including accreditation, certification,
                          licensing or credentialing activities;

                  (4)     Underwriting, premium rating and other activities relating to the creation ,
                          renewal or replacement of a contract of health insurance or health benefits, and
                          ceding, securing or placing a contract for reinsurance of risk relating to health
                          care claims (including stop-loss insurance and excess of loss insurance);

                  (5)     Conducting or arranging for medical review, legal services and auditing function,
                          including fraud and abuse detection and compliance programs;

                  (6)     Business planning and development, such as conducting cost-management and
                          planning-related analyses related to managing and operating the Plan, including
                          formulary development and administration, development or improvement of
                          payment methods or coverage policies;

                  (7)     Business management and general administration activities of the Plan,
                          including, but not limited to:

                          a.      Management activities relating to the implementation of and compliance
                                  with HIPAA’s administrative simplification requirements;

                          b.      Customer service, including data analyses for policyholders;

                  (8)     Resolution of internal grievances.

                  (9)     Due diligence in connection with the sale or transfer of assets to a potential
                          successor in interest, if the potential successor in interest is a covered entity
                          under HIPAA or following completion of the sale or transfer, will become a
                          covered entity.

9.2      Employer’s Obligations under the Privacy Rules.

         Under HIPAA, the Plan may not disclose PHI to the Employer unless the Employer agrees to
         certain conditions. The Employer agrees to the following conditions, thereby allowing the Plan to
         disclose PHI to the Employer. The Employer will:

         (a)      Not use or further disclose PHI other than as permitted or required by the Plan document
                  or as required by law;

         (b)      Ensure that any agents, including a subcontractor, to whom the Plan provides PHI
                  received from the Plan agree to the same restrictions and conditions that apply to the
                  Employer with respect to such PHI;



City of Minnetonka HRA                               19
         (c)      Not use or disclose PHI for employment related actions and decision unless authorized by
                  an individual;

         (d)      Not use or disclose PHI in connection with any other benefit or employee benefit plan of
                  the Employer unless authorized by an individual;

         (e)      Report to the Plan any PHI use or disclosure, that is inconsistent with the uses or
                  disclosures provided for, of which it becomes aware;

         (f)      Make available to an individual for inspection and copying PHI about the individual as
                  allowed by and in accordance with HIPAA;

         (g)      Make PHI available for amendment and incorporate any amendments to PHI in
                  accordance with HIPAA;

         (h)      Make available the information required to provide an accounting of disclosures;

         (i)      Make internal practices, books and records relating to the use and disclosure of PHI
                  received from Plan available to the HHS Secretary for the purposes of determining the
                  Plan’s compliance with HIPAA; and,

         (j)      If feasible, return or destroy all PHI received for the Plan that the Employer still
                  maintains in any form, and retain no copies of such PHI when no longer needed for the
                  purpose for which disclosure was made (or if return or destruction is not feasible, limit
                  further uses and disclosures to those purposes that make the return or destruction
                  infeasible).

9.3      Employer’s Obligations under the Security Rules.               If the Employer creates, receives,
         maintains, or transmits ePHI, the Employer will:

         (a)      Implement administrative, physical, and technical safeguards that reasonably and
                  appropriately protect the confidentiality, integrity, and availability of ePHI;

         (b)      Ensure that any agents, including subcontractors, to whom the Employer provides ePHI
                  or to whom ePHI is provided on behalf of Employer implement reasonable and
                  appropriate security measures to protect the ePHI;

         (c)      Report to the Plan any Security Incident of which it becomes aware; and

         (d)      Implement reasonable and appropriate security measures to ensure that only those
                  persons identified in Section 9.4 have access to ePHI and that such access is limited to
                  the purposes identified in Section 9.5

9.4      Adequate separation between the Plan and the Employer must be maintained. In
         accordance with HIPAA, only the following employees or classes of employees may be given
         access to PHI and ePHI:

         (a)      The benefit manager; and,

         (b)      Staff designated by the benefits manager.

         The Employer shall identify, by name, these persons in writing to the Claims Administrator.



City of Minnetonka HRA                               20
9.5      Limitation of PHI and ePHI Access and Disclosure. The persons described in Section 9.4
         above may only have access to and use and disclose PHI for Plan administration functions that
         the Employer performs for the Plan.

9.6      Noncompliance Issues. If the person described in Section 9.4 above does not comply with
         this Plan document, the Employer shall provide a mechanism for resolving issues of
         noncompliance including, but not limited to, disciplinary action against such person.




City of Minnetonka HRA                            21
                                                 ARTICLE X.
                                           PLAN ADMINISTRATION

10.1     Plan Administrator.

         (a)      The Plan Administrator shall be responsible for the general supervision of the Plan and
                  therefore shall have authority to control and manage the operation and administration of
                  the Plan. The Plan Administrator shall perform any and all acts necessary or appropriate
                  for the proper management and administration of the Plan.

         (b)      The Employer shall be the Plan Administrator unless its Managing Body designates a
                  person or persons other than the Employer to be the Plan Administrator. The Employer
                  shall also be the Plan Administrator if the person or persons so designated cease to be
                  the Plan Administrator.

         (c)      The Plan Administrator may designate an individual or entity to act on its behalf with
                  respect to certain powers, duties, and/or responsibilities regarding the operation and
                  administration of this Plan.

10.2     Agent for Service of Legal Process. The agent for service of legal process for the Plan is the
         Plan Administrator.

10.3     Allocation of Responsibility for Administration. The Plan Administrator shall have the sole
         responsibility for the administration of this Plan as is specifically described in this Plan. The
         designated representatives of the Plan Administrator shall have only those specific powers,
         duties, responsibilities, and obligations as are specifically given to them under this Plan. The Plan
         Administrator warrants that any directions given, information furnished, or action taken by it shall
         be in accordance with the provisions of the Plan authorizing or providing for such direction,
         information or action. It is intended under this Plan that the Plan Administrator shall be
         responsible for the proper exercise of its own powers, duties, responsibilities, and obligations
         under this Plan and shall not be responsible for any act or failure to act of another Employee of
         the Employer. Neither the Plan Administrator (including any designee), nor the Employer makes
         any guarantee to any Participant in any manner for any loss or other event because of the
         Participant's participation in this Plan.

10.4     Rules and Decisions. Except as otherwise specifically provided in the Plan, the Plan
         Administrator may adopt such rules and procedures as it deems necessary, desirable, or
         appropriate. All rules and decisions of the Plan Administrator shall be uniformly and consistently
         applied to all Participants in similar circumstances. When making a determination or calculation,
         the Plan Administrator shall be entitled to rely upon information furnished by a Participant, the
         Employer, or legal counsel, or other entity acting on behalf of the Employer or Plan
         Administrator.

10.5     Records and Reports. The Plan Administrator shall be responsible for complying with all
         reporting, filing and disclosure requirements for the Plan.

10.6     Authorization of Benefit Payments. The Plan Administrator (or the Claims Administrator as
         its designee) shall issue directions to the Trustee concerning all benefits which are to be paid
         from the Trust, pursuant to the provisions of the Plan, and warrants that all such directions are in
         accordance with the Plan.




City of Minnetonka HRA                               22
10.7     Other Powers and Duties of the Administrator. The Plan Administrator shall also have such
         other duties and powers as may be necessary to discharge its duties under the Plan including but
         not limited to the following:

         (a)      Discretion to construe and interpret the Plan in a non-discriminatory manner, to decide
                  all questions of eligibility and to determine all questions arising in the administration and
                  application of the Plan;

         (b)      To receive from the Employer and from Participants such information as shall be
                  necessary for the proper administration of the Plan;

         (c)      To furnish the Employer, upon request, such annual reports with respect to the
                  administration of the Plan as are reasonable and appropriate; and

         (d)      To appoint individuals to assist in the administration of the Plan and any other agents the
                  Plan Administrator deems advisable including legal and actuarial counsel. The Plan
                  Administrator shall not have the power to add to, subtract from, or modify any of the
                  terms of the Plan, to change or add to any benefits provided by the Plan, or to waive or
                  fail to apply any requirements of eligibility for a benefit under this Plan.




City of Minnetonka HRA                                23
                                           ARTICLE XI.
                                 PLAN AMENDMENT AND TERMINATION

1.20.    Plan Amendment by Employer. The Employer reserves the right to amend, alter, or wholly
         revise this Plan document, prospectively or retrospectively, at any time by the action of its
         Managing Body, and the interest of each Participant is subject to the powers so reserved. The
         Employer expressly may amend, alter or wholly revise this Plan document if it determines it
         necessary or desirable, with or without retroactive effect, to comply with the law. Such changes
         shall not affect any right to benefits that accrued prior to such amendments. Such amendment
         shall be made in writing and shall be delivered promptly to the Claims Administrator, Plan
         Administrator, and Trustee.

1.21.    Employer’s Right to Terminate Plan. Although the Employer expects the Plan to be
         maintained for an indefinite time, the Employer reserves the right to terminate the Plan or any
         portion thereof at any time. In the event of the dissolution, merger, consolidation, or
         reorganization of the Employer, the Plan shall terminate unless the Plan is continued by a
         successor to the Employer in accordance with the resolution of such successor's Managing Body.
         Such termination shall not affect any right to benefits that accrued prior to such termination.
         Such action shall be made in writing and shall be delivered promptly to the Claims Administrator,
         Plan Administrator, and Trustee at least ninety (90) days prior to the effective date of
         termination.




City of Minnetonka HRA                              24
                                               ARTICLE XII.
                                           GENERAL PROVISIONS

1.22.    No Reversion to the Plan Administrator or Employer. No part of the corpus or income of
         the Trust shall revert to the Employer or be used for or diverted to, purposes other than the
         exclusive benefit of participants and other persons entitled to benefits under the Plan.

1.23.    Persons Dealing With Trust. No person dealing with the Trust shall be required to see to the
         application of any money paid or property delivered to the Trust, or to determine whether or not
         the Trust is acting pursuant to any authority granted to them under the Trust.

1.24.    Non-Alienation of Benefits. Benefits payable under this Plan shall not be subject to
         anticipation, alienation, sale, transfer, execution, or levy of any kind either voluntary or
         involuntary, including any such liability which is for alimony or other payments for the support of
         a spouse or former spouse, or for any other relative of the Participant, prior to actually being
         received by the person entitled to the benefit under the terms of the Plan, and any attempt to
         anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any
         right to benefits payable under the Plan shall be void. The Employer, Plan Administrator and/or
         Claims Administrator shall not in any manner be made liable for, or subject to, the debts,
         contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan.

1.25.    Action by Employer. Whenever the Employer, under the terms of this Plan, is permitted or
         required to do or perform any act or matter or thing, it shall be done and performed by the
         Managing Body of the Employer or such representatives of the Employer as the Managing Body
         may designate.

1.26.    No Guarantee of Tax Consequences. Notwithstanding any provision in this Plan to the
         contrary, this Plan makes no commitment or guarantee that any amounts paid to or on behalf of
         a Participant under this Plan will be excludable from the Participant's gross income for federal or
         state income tax purposes. It shall be the obligation of each Participant to determine whether
         each payment is excludable from the Participant's gross income for federal and state income tax
         purposes, and to notify the Plan Administrator if the Participant has reason to believe that any
         such payment is not so excludable.

1.27.    Compensation and Expenses. The Claims Administrator shall be entitled to reasonable fees
         for its services hereunder, which shall be described in an Administrative Services Agreement
         between the Claims Administrator and the Plan Administrator. Such fees and any expenses
         incurred by the Claims Administrator in connection with the Plan (including expenses and fees of
         persons hired or employed by them) shall be paid from the Trust, with the Trust being the sole
         source of such payment.

1.28.    Governing Law. This Plan shall be construed and enforced according to the laws of the State
         of Minnesota, except to the extent preempted by federal law.

1.29.    Family and Medical Leave Act of 1993 (“FMLA”). Notwithstanding any provision of this
         Plan to the contrary, this Plan shall be operated and maintained in a manner consistent with
         FMLA, to the extent the Employer is subject to such law.

1.30.    Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”).
         Notwithstanding any provision of this Plan to the contrary, this Plan shall be operated and
         maintained in a manner consistent with USERRA.




City of Minnetonka HRA                               25
1.31.    Plan Not a Contract of Employment. The Plan is not an employment agreement and does
         not assure the continued employment of any Employee or Participant for any period of time.
         Nothing contained in the Plan shall interfere with the Employer's right to discharge an Employee
         or Participant at any time; regardless of the effect such discharge may have upon the individual
         as a Participant in this Plan.

1.32.    Medicare Secondary Payer. The Plan shall comply with the Medicare secondary payer rules
         found in 42 U.S.C. § 1395y. The Plan shall pay benefits primary to Medicare if: (a) the
         Participant is employed by the Employer and is actually covered by Medicare by reason of
         obtaining the age of 65; (b) at the time the claim is made the Employer employs 100 or more
         employees, the Participant is employed by the Employer, and the Participant is actually covered
         by Medicare by reason of disability; and (c) the Participant is entitled to Medicare by reason of
         end stage renal disease and the claim is made during the twelve (12) month period beginning in
         the first month in which such Participant is entitled to benefits under Medicare (regardless of
         whether he/she applies for such benefits). In all other cases, the Plan shall pay benefits
         secondary to Medicare.

1.33.    Medicare Part D. The Plan shall cooperate with Medicare Part D prescription drug plans (and
         Covered Individuals who are enrolled in such plans) with respect to coordination of benefits
         between the Plan and the Medicare Part D plan, including the provision of information to the
         Medicare Part D plan (or the Covered Individuals) regarding the benefits provided under the Plan
         for costs covered by the Medicare Part D plan. Covered Individuals enrolled in Medicare Part D
         plans shall cooperate with the Plan so that the Plan may perform its obligations under this
         subsection.


Dated:                                                   City of Minnetonka


                                                         By:
                                                         Its:




City of Minnetonka HRA                              26
                                               SUMMARY DESCRIPTION
                                                       OF THE
                                                CITY OF MINNETONKA
                               HEALTH REIMBURSEMENT ARRANGEMENT


                             Amended & Restated Effective January 1, 2006



                                                 Effective January 1, 2005




                                                  TABLE OF CONTENTS

ARTICLE I. INTRODUCTION ................................................................................................................1

ARTICLE II. GENERAL INFORMATION ABOUT THE PLAN .......................................................................2

          2.1        What is the purpose of the Plan?............................................................................. 2
          2.2        When did the Plan take effect? ............................................................................... 2
          2.3        Who can participate in the Plan? ............................................................................ 2
          2.4        How do I enroll? ..................................................................................................... 2
          2.5        How long will I be able to participate in the Plan?................................................. 2
          2.6        How long will the Plan remain in effect? ............................................................... 3
          2.7        How does reimbursement under this Plan affect my tax deductions? .................... 3
ARTICLE III. HEALTH CARE ACCOUNT .................................................................................................4


City of Minnetonka HRA                                              27
          3.1        What is my Health Reimbursement Arrangement Account?.................................. 4
          3.2        What is an “eligible” Health Care Expense? .......................................................... 4
          3.3        How do I receive my benefits under the Plan? ....................................................... 5
          3.4        What if my claim exceeds the balance of my HRA Account? ............................... 6
          3.5        Do I submit claims for reimbursement under my Employer’s cafeteria plan first? 6
          3.6        What happens if my claim for benefits is denied?.................................................. 6
          3.7        What if I am subject to a child support order?........................................................ 7
          3.8        Will I have any administrative costs under the Plan? ............................................. 7
          3.9        What happens to my HRA Account if I am no longer eligible to participate?....... 7
          3.10       In what situations will the balance of my HC Account be forfeited? ..................... 7
ARTICLE IV. INVESTMENTS.................................................................................................................8

          4.1        What happens to the funds before I take them out?................................................ 8
          4.2        Are the earnings taxable?........................................................................................ 8
ARTICLE V. CONTINUATION COVERAGE ..............................................................................................9

          5.1        What are my continuation rights under COBRA? .................................................. 9
          5.2        What if I just want to spend down my account?................................................... 15
ARTICLE VI. FAMILY AND MEDICAL LEAVE ACT OF 1993 & UNIFORMED SERVICES EMPLOYMENT AND
REEMPLOYMENT RIGHTS ACT OF 1994..............................................................................................16

          6.1        Family and Medical Leave Act of 1993 (“FMLA”) ............................................. 16
          6.2        Uniformed Services Employment and Reemployment Rights Act of 1994
                     (“USERRA”)......................................................................................................... 16
EXHIBIT A - Eligible Health Care Expenses .........................................................................................17




City of Minnetonka HRA                                              2
                                                  •
                                           INTRODUCTION

        Your Employer, the City of Minnetonka (the “Employer”), is pleased to sponsor an employee
benefit program known as the City of Minnetonka Health Reimbursement Arrangement (the “Plan”) for its
employees.

       The Plan is intended to coordinate with the high deductible group health plan sponsored by the
Employer. The eligibility under this Plan is tied to participation in the high deductible group health plan.

         This summary description describes the basic features of the Plan, how it operates, and how you
can get the maximum advantage from it. It is only a summary of the key parts of the Plan, and a brief
description of your rights as a participant. To make maximum use of this Plan, be sure to proceed
through this booklet carefully, so that you can make informed decisions that are right for you.

         If there is a conflict between the underlying Plan and this summary description, the intention is
for the Plan documents to govern.

        If you have any unanswered questions after reading this summary description, please contact
Acclaim Benefits at 763-278-4300 or 877-893-8411 (toll free).




City of Minnetonka HRA                                1
                                          •
                            GENERAL INFORMATION ABOUT THE PLAN


12.1     What is the purpose of the Plan?

         The purpose of the Plan is to provide certain Employees with an opportunity to receive
reimbursement for eligible Health Care Expenses as provided in this Plan. It is the intention of the
Employer that the benefits payable under this Plan be eligible for exclusion from the gross income of
Participants as provided by Sections 105(b) and 106 of the Code.


12.2     When did the Plan take effect?

       The Plan became effective January 1, 2005. This restatement of the Plan is effective January 1,
2006. The Plan operates on a Plan Year running from January 1 through December 31.


12.3     Who can participate in the Plan?

         Employees who are covered by the HD Health Plan sponsored by the Employer are eligible to
participate in the Plan.

         These employees are called Eligible Employees. Those Eligible Employees who actually
participate in the Plan are called “Participants.”

“HD Health Plan” means the $2,500 single and $5,000 family deductible group insurance policy
obtained by your Employer from Medica.

“Employee” means a common-law employee of the Employer who is on the Employer’s W-2 payroll,
except that the term “Employee” does not include any common-law employee who is a leased employee
(including but not limited to an individual defined in Code § 414(n)), or any common-law employee who
is an individual classified by the Employer as a contract worker, independent contractor, temporary
employee or casual employee, whether or not any such person is on the Employer’s W-2 payroll. The
term “Employee” also does not include any individual who performs services for the Employer, but who is
paid by a temporary or other employment agency such as “Kelly,” “Manpower,” etc., or any employee
covered under a collective bargaining agreement unless the collective bargaining agreement so provides.
The term “Employee” includes “former employees” for the limited purpose of allowing continued eligibility
for benefits as provided hereunder following the date on which the Participant ceases to be employed by
the Employer.


12.4     How do I enroll?

        Upon becoming covered by the HD Health Plan, you will be automatically enrolled in the Plan.
You do not need to complete any special enrollment form to enroll in this Plan. Participation begins the
date you become an Eligible Employee.

12.5     How long will I be able to participate in the Plan?

       There are two aspects of participation in the Plan – the receipt of contributions and access to
your HC Account to receive reimbursement of eligible Health Care Expenses.




City of Minnetonka HRA                              2
         Contributions. Contributions on your behalf cease upon the earliest of the following: (1) the
         date of your death; (2) the date of termination of your employment with the Employer; (3) the
         date you are no longer covered by HD Health Plan; or (4) the date of termination of the Plan.

         Access. Access to your HC Account for purposes of reimbursing eligible Health Care Expenses
         ceases upon the earliest of the following: (1) the date of your death; (2) the date of termination
         of your employment with the Employer; (3) the date you are no longer covered by HD Health
         Plan; (4) the date the balance of your HC Account reaches zero, if no further contributions will be
         made to said account; or (5) the date of termination of the Plan.

        In addition, your participation in the Plan may be terminated for cause including, but not limited
to, your failure to follow Plan rules or your failure to cooperate with the Claims Administrator or Plan
Administrator.

         Please note: Termination of contributions or access to your HC Account does not prevent you
         or others covered through you from receiving continuation coverage required by applicable law.
         In addition, termination of access to your HC Account upon ceasing to be eligible for coverage is
         subject to the ability to continue to access the account described in Section 5.2.


12.6     How long will the Plan remain in effect?

         Although the Employer expects to maintain the Plan indefinitely, it has the right to amend or
terminate the program in whole or in part at any time. It is also possible that future changes in state or
federal tax laws may require that the Plan be amended or terminated accordingly. You will be informed if
changes are made to the Plan.


12.7     How does reimbursement under this Plan affect my tax deductions?

        You should realize that any medical expense for which you are reimbursed under this Plan cannot
be claimed as a medical expense deduction on your income tax return. However, unless your health
expenses exceed seven and one-half percent (7.5%) of your adjusted gross income, you are not
permitted to use the deduction anyway.




City of Minnetonka HRA                               3
                                                •
                                         HEALTH CARE ACCOUNT


12.8     What is my Health Reimbursement Arrangement Account?

         A Health Reimbursement Arrangement Account (“HRA Account”) will be established in your name
to keep a record of the benefits under this Plan to which you are entitled. Your Employer will contribute
a specified amount into your HRA Account. The amount of the contribution will be communicated to you
by the Employer prior to the beginning of each Plan Year. If you become a Participant during the Plan
Year, the Employer’s contribution will be made on a pro rated basis based on the number of months
remaining in the Plan Year at the time your participation began.

       With very limited exceptions, the Plan does not require or permit employee contributions to the
HRA Account.

        You may receive reimbursement for eligible Health Care Expenses up to the amount of the
balance in your HRA Account at the time a reimbursement request is processed. Any balance remaining
in your HRA Account at the end of the Plan Year will be carried over to future Plan Years for the sole
purpose of reimbursing you for your eligible Health Care Expenses.


12.9     What is an “eligible” Health Care Expense?

       Only eligible Health Care Expenses may be reimbursed under this Plan. An eligible Health Care
Expense meets the additional requirements specified below.

         (a)      If you are currently employed by your Employer, eligible Health Care Expenses are
                  limited to:

                  (i)     expenses for medical care, except for prescription drugs, that are covered, and
                          would be paid, by the HD Health Plan but for the HD Health Plan’s deductible
                          and co-payment requirements; and

                  “Deductible” means the amount under the HD Health Plan you are required to pay
                  before the HD begins to pay. “Co-Payment” means the co-insurance amounts (flat
                  dollar or percentage) described under and for which you are responsible under the HD
                  Health Plan.

                  (ii)    expenses for medical care, except for prescription drugs, that are covered, and
                          would be paid, by a major medical plan in which your spouse is enrolled through
                          his/her employer but for that plan’s deductible and co-payment requirements.

                  Caution: Participation in this Plan means you and your spouse will be ineligible to make
                  contributions a health savings account.
         (b)      If you are no longer employed by the Employer, eligible Health Care Expense is any
                  expense that meets the definition of “medical care” within Section 213(d) of the Code
                  (including, for example, amounts for hospital bills, doctor and dental bills, prescription
                  medicines, other medicines and drugs to alleviate or treat personal injuries and sickness,
                  and copays). Please review the attached sheet entitled “Eligible Health Care Expenses
                  for Former Employees” for further examples of eligible Health Care Expenses once you
                  are no longer employed by the Employer.

         (c)      In addition to the foregoing, to be an eligible Health Care Expense, the expense:

City of Minnetonka HRA                                4
                  (i)    must be “incurred” while you are a Participant; and
                  (ii)   must be “incurred” for yourself, your spouse or your dependents.

An expense is “incurred” when the service which gives rise to the expense has been provided, not when
you are billed or when you pay the expense.

“Spouse” means an individual who is legally married to you and who is treated as your spouse under the
Internal Revenue Code.

“Dependent” means a dependent for purposes of Section 152 of the Internal Revenue Code determined
without regarding to subsections (b)(1), (b)(2) and (d)(1)(B) thereof. Generally, this includes individuals
who are a “qualifying child” or a “qualifying relative”. A “qualifying child” includes a:

(a)      child (son, daughter, stepson, or stepdaughter), brother, sister, stepbrother, or stepsister, or a
         descendant of any such person;
(b)      who has the same principal place of abode as you for at least one-half of the relevant year;
(c)      who has not attained age 19 (or age 24 if a full time student) during the relevant year or is
         permanently and totally disabled; and
(d)      who does not provide over half of his/her own support during the relevant year.

A “qualifying relative” includes a:

(a)      child (or a descendant of a child) brother, sister, stepbrother, or stepsister, parent (or a parent’s
         ancestor), stepparent, brother or sister’s son or daughter, parent’s brother or sister, son-in-law,
         daughter-in-law, father-in-law, mother-in-law, brother-in-law, or sister-in-law or, if not such a
         relative, an individual who has the same principal place of abode as you and is a member of your
         household;
(b)      who generally has received more than one-half of his/her support from you during the relevant
         year; and
(c)      who is not a qualifying child of another person.



12.10    How do I receive my benefits under the Plan?

         When you incur an expense that is eligible for reimbursement you must submit a claim to the
Claims Administrator on an administrative form that will be supplied to you. The form will typically
require:

         (1)      the amount, date and nature of the expense,
         (2)      the name of the person or entity to which the expense was paid,
         (3)      your statement that the expense has not been reimbursed or is not reimbursable through
                  any other source, and
         (4)      such other information as the Claims Administrator may require.

        You may also be required to submit copies of bills or receipts from the provider(s) to support
your claim.

        You will be reimbursed for your eligible expenses weekly. However, no reimbursement will be
made until total reimbursement equals or exceeds $10.00. In order to be eligible for payment, you must
submit a claim within 12 calendar months of the close of the Plan Year in which the expense was
incurred.

City of Minnetonka HRA                                5
         If you are an active employee, in the future you may also be able to have claims submitted
electronically by the HD Health Plan carrier. The Claims Administrator currently does not accept claims in
this manner. Should such an option become available in the future, your Employer will notify you of its
availability and you may make an election regarding automatic submission of claims by completing and
submitting a form provided by your Employer. If no such election form is submitted, you must make
claims via claim forms. You may change your election regarding the filing of claims at any time by
submitting a new election form to your Employer.

“Claims Administrator” means Acclaim Benefits, P.O. Box 46326, Minneapolis, Minnesota 55446. The
phone number is 763-278-4300 or 877-893-8411 (toll free).


12.11    What if my claim exceeds the balance of my HRA Account?

        The maximum reimbursement you may receive at any time is the amount of your HRA Account
balance at the time the reimbursement request is processed. The maximum reimbursement
requirements apply to you, your spouse, and your dependents on an aggregate basis, not an individual
basis. If your claim is for an amount that is more than your current HRA Account balance, the excess,
unreimbursed part of the claim will be carried into the subsequent month(s), to be paid as the balance of
your HRA Account becomes adequate.


12.12    Do I submit claims for reimbursement under my Employer’s cafeteria plan first?

         Claims for eligible Health Care Expenses (see Question 3.2) must first be submitted for
reimbursement to this Plan prior to submitting claims to your Employer’s flexible spending account under
its cafeteria plan. If the claim is not fully reimbursed under this Plan, the balance may then be submitted
under the flexible spending account.

        If you have submitted a claim under this Plan and you have an insufficient balance in your HRA
Account to pay the claim and will not receive sufficient contributions during the Plan Year to reimburse
the claim, such claim (or the unreimbursed portion of it) may be submitted to the your flexible spending
account. You may elect to have your unreimbursed claims automatically submitted to the flexible
spending account. You may make such an election by completing and submitting a form provided by
your Employer. You may change your election at any time by submitting a new election form to your
Employer.

12.13    What happens if my claim for benefits is denied?

         In most cases, within thirty (30) days after a claim for benefits is filed, the claim will either be
paid or the Claims Administrator will notify you of the claim denial. If the Claims Administrator denies the
claim, you will be provided with the following information in writing:

         1. The specific reasons for the denial; and

         2. A description of any additional material or information necessary for you to complete your
            claim and an explanation of why such material or information is necessary.




City of Minnetonka HRA                                 6
12.14    What if I am subject to a child support order?

         Notwithstanding any provision in the Plan to the contrary, the Plan shall recognize certain child
support orders. To be recognized, specific procedures must be followed. If you are involved in a divorce
or child custody matter, you or your legal counsel should contact the Claims Administrator.

12.15    Will I have any administrative costs under the Plan?

        The cost of administering the Plan for active employees is paid by the Employer. The cost of
administering the Plan for former employees is paid by the former employee, from such employee’s HC
Account.

         The Trustee’s fees are paid by the Employer.


12.16    What happens to my HRA Account if I am no longer eligible to participate?

         Generally, you or someone on your behalf (in the case of your death) may submit claims for
eligible Health Care Expenses incurred prior to the date you ceased to be eligible to participate. In the
case of your death, such claims may be submitted for a period of 180 days following your death. In all
other cases, you must submit the claims within 30 days of the date your participation ceased. These
periods are referred to as “claims run-out periods.”
         Also, if there is a balance in your HRA Account at the time of you cease to be eligible to
participate (i.e., because you die, terminate employment, or cease coverage under the HD Health Plan),
you and your Spouse and Dependents may be able to continue to access these funds for eligible Health
Care Expenses incurred after participation ceases by electing COBRA continuation coverage or by electing
spend down access in lieu of COBRA coverage as describe in Article V.

12.17    In what situations will the balance of my HC Account be forfeited?

         If you cease to be eligible to participate in the Plan, amounts attributed to your HC Account shall
be forfeited upon the end of the applicable claims run-out period or, if later, the termination of COBRA
coverage or coverage in lieu of COBRA. Generally, forfeited amounts shall be used to pay the
administrative costs incurred by the Plan.

Note: Forfeited funds do not revert to the Employer.




City of Minnetonka HRA                               7
                                                 •
                                              INVESTMENTS


12.18    What happens to the funds before I take them out?

        All assets of the Plan will be held in a trust by the Trustee. The Trustee will administer the Trust
in accordance with the Plan.

“Trustee” means Stanton Trust Company, N.A.

        Once the Employer makes a contribution to the Plan on your behalf, that contribution is allocated
to your HRA Account. The funds in all HRA Accounts are pooled and invested in a principal preservation
investment vehicle, currently the Federated Automated Cash Management Trust – Service Shares. You
share in the investment earnings and losses. There is no opportunity for you to direct the investment of
your HRA Account under this Plan.


12.19    Are the earnings taxable?

         No. The earnings accumulate on a tax-free basis. When the HRA Account balance is accessed
for reimbursement of a claim, there is no distinction between contribution dollars and earnings.

         Caution: Earnings are not guaranteed. You may experience losses.




City of Minnetonka HRA                               8
                                              •
                                      CONTINUATION COVERAGE

       A Participant, and any others who are covered through that Participant, may elect to continue
coverage under the Plan in accordance with COBRA or through spend down access provided in lieu of
COBRA continuation coverage.

12.20    What are my continuation rights under COBRA?

        The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) requires most employers
with twenty (20) or more employees to offer employees and their families (spouse and/or dependent
children) the opportunity to pay for a temporary extension of health coverage (called “continuation
coverage”)") at group rates in certain instances where health coverage under employer sponsored group
health plan(s) would otherwise end.

        There is no requirement that a person be insurable to elect continuation coverage. However, a
person who continues coverage may have to pay all of the premium for the continuation coverage.

         This notice is intended to inform persons covered under the Plan, in summary fashion, of their
rights and obligations under the continuation coverage provision of the law. It is intended that no greater
rights be provided than those required by this law. It does not fully describe your continuation coverage
rights. The Plan Administrator has developed additional policies regarding the provision of continuation
coverage under the Plan. For additional information about your rights and obligations under the Plan and
under federal law, you should contact the Plan Administrator.

This notice covers only this Plan.

Each person covered under the Plan should read this notice carefully.

       Qualifying Events. Upon the commencement of a “qualifying event” each person that loses
coverage may have rights as a “qualified beneficiary.”

         Qualifying event. A qualifying event is the occurrence of an enumerated event (described
         below) that results in a loss of coverage under the terms of the group health plan.

         Qualifying beneficiary. A qualified beneficiary is the employee, employee’s spouse and/or
         employee’s dependent children who on the day before the qualifying event was covered under
         the group health plan. A spouse whose coverage was reduced or terminated in anticipation of
         divorce is also a qualified beneficiary. In addition, a child born to or place for adoption with a
         qualified beneficiary who was the employee is a qualified beneficiary is if he or she was
         covered under the group health plan on the day before the qualifying event. Furthermore, an
         individual for whom the employee must provided coverage under the group health plan pursuant
         to a medical child support order is a qualified beneficiary.

        Employee Loss. If covered by any of the group health plans described above, the employee
has the right to elect continuation coverage if he or she loses coverage under such plan due to
termination of employment (other than for gross misconduct) or a reduction in hours of employment.

         Spouse’s Loss. If covered by any of the group health plans described above, a spouse has the
right to elect continuation coverage if he or she loses coverage under such plan due to any of the
following:



City of Minnetonka HRA                               9
         •     the employee’s termination of employment (other than for gross misconduct) or a reduction
               in hours of employment;

         •     the employee’s death; or

         •     divorce or legal separation from the employee.

               Please Note: If an employee eliminates coverage for his or her spouse from coverage in
               anticipation of a divorce of legal separation, and a divorce or legal separation later occurs,
               then the later divorce or legal separation will be considered a qualifying event even though
               the ex-spouse lost coverage earlier.

        Dependent Child’s Loss. If covered by any of the group health plans described above, a
dependent child has the right to elect continuation coverage if he or she loses coverage under such plan
due to any of the following:

         •     the employee’s termination of employment (other than for gross misconduct) or a reduction
               in hours of employment;

         •     the employee’s death;

         •     divorce or legal separation of the employee and the child’s other parent; or

         •     the child ceasing to be a “dependent child” under the terms of the plan.

       Employer’s Bankruptcy. Rights similar to those described above may apply to retirees (and
the spouses and dependents of those retirees), if the employer commences a Chapter 11 bankruptcy
proceeding.

        Responsibility to Notify. In certain circumstances, you are required to provide notification to
the Plan Administrator in order to protect your rights under COBRA.

         Notice of Qualifying Event. Under the law, the employee or a family member (or a representative
acting on behalf of the employee or a family member) has the responsibility to inform the Plan
Administrator of a divorce, legal separation, or a child losing dependent status under the plan within sixty
(60) days of the latest of: (1) the date of the qualifying event; (2) the date coverage would be lost
because of the qualifying event; or (3) the date on which the qualified beneficiary was informed of the
responsibility to provide the notice and the procedures for doing so. The notification must be provided in
writing and be mailed to the Plan Administrator at the address identified below. Oral notice by telephone
is not acceptable. Electronic (including emailed or faxed) or hand-delivered notices are not acceptable.
Your notification must be postmarked no later than the last of the sixty (60) day notice period described
above. The notification must:

         (7)       state the name of the Plan;
         (8)       state the name and address of the employee or former employee who is or was covered
                   under the Plan;
         (9)       state the name(s) and address(es) of all qualified beneficiaries who lost coverage due to
                   the qualifying event;
         (10)      include a detailed description of the event;
         (11)      identify the effective date of the event; and
         (12)      be accompanied by any documentation providing proof of the event (i.e., the divorce
                   decree).


City of Minnetonka HRA                                10
         If no notification is received within the required time period, no continuation coverage will be
provided. If the notification is incomplete, it will be deemed timely if the Plan is able to determine the
plan to which it applies, the identity of the employee and the qualified beneficiaries, the qualifying event,
and the date on which the qualifying event occurred, provided that the missing information is provided
within thirty (30) days. If the missing information is not provided within that time, the notification will be
ineffective and no continuation coverage will be provided.

         Notice of Second Qualifying Event. In addition, the employee or a family member (or a
representative acting on behalf of the employee or family member) must notify the Plan Administrator of
the death of the employee, divorce or separation from the employee, or a dependent child’s ceasing to
be eligible for coverage as a dependent under the Plan, if that event occurs within the eighteen (18)
month continuation period (or an extension of that period for disability or for pre-termination Medicare
entitlement). The notification must be provided within sixty (60) days after such a second qualifying
event occurs in order to be entitled to an extension of the continuation period. The notification must be
provided in writing and be mailed to the Plan Administrator at the address identified below. Oral notice,
including notice by telephone is not acceptable. Electronic (including emailed or faxed) or hand-delivered
notices are not acceptable. Your notification must be postmarked no later than the last day of the sixty
(60) day notice period described above.

The notification must:

         (8)      state the name of the Plan;
         (9)      state the name and address of the employee or former employee who is or was covered
                  under the Plan;
         (10)     state the name(s) and address(es) of all qualified beneficiaries who lost coverage due to
                  the initial qualifying event and who are receiving COBRA coverage at the time of the
                  notice;
         (11)     identify the nature and date of the initial qualifying event the qualified beneficiaries to
                  COBRA coverage;
         (12)     include a detailed description of the event;
         (13)     identify the effective date of the event; and
         (14)     be accompanied by any documentation providing proof of the event (i.e., the divorce
                  decree).

        If no notification is received within the required time period, no extension of the continuation
period will be provided. If the notification is incomplete, it will be deemed timely if the Plan Administrator
is able to determine the plan to which it applies, the identity of the employee and the qualified
beneficiaries, the qualifying event, and the date on which the qualifying event occurred, provided that the
missing information is provided within thirty (30) days. If the missing information is not provided within
that time, the notification will be ineffective and no extension of the continuation period will be provided.

         Notice of Disability. Also, an employee or a family member (or a representative acting on behalf
of the employee or a family member) must notify the Plan Administrator when a qualified beneficiary has
been determined to be disabled under the Social Security Act within sixty (60) days of the latest of: (1)
the date of the disability determination; (2) the date of the qualifying event; (3) the date coverage would
be lost because of the qualifying event; or (4) the date on which the qualified beneficiary was informed
of the responsibility to provide the notice and the procedures for doing so. (Notwithstanding the
foregoing, the notice must be provided before the end of the first eighteen (18) months of continuation
coverage.) The notification must be provided in writing and be mailed to the Plan Administrator at the
address identified below. Oral notice, including notice by telephone is not acceptable. Electronic
(including emailed or faxed) or hand-delivered notices are not acceptable. Your notification must be
postmarked no later than the last day of the sixty (60) day notice period described above. The
notification must:


City of Minnetonka HRA                               11
         (9)      state the name of the Plan;
         (10)     state the name and address of the employee or former employee who is or was covered
                  under the Plan;
         (11)     state the name(s) and address(es) of all qualified beneficiaries who lost coverage due to
                  the initial qualifying event and who are receiving COBRA coverage at the time of the
                  notice;
         (12)     identify the nature and date of the initial qualifying event the qualified beneficiaries to
                  COBRA coverage;
         (13)     state the name of the disabled qualified beneficiary;
         (14)     identify the date upon which the disabled qualified beneficiary became disabled;
         (15)     identify the date upon which the Social Security Administration made its determination of
                  disability; and
         (16)      include a copy of the determination of the Social Security Administration.

        If no notification is received within the required time period, no extension of the continuation
period will be provided. If the notification is incomplete, it will be deemed timely if the Plan Administrator
is able to determine the plan to which it applies, the identity of the employee and the qualified
beneficiaries, the qualifying event, and the date on which the qualifying event occurred, provided that the
missing information is provided with thirty (30) days. If the missing information is not provided within
that time, the notification will be ineffective and no extension of the continuation period will be provided.

         If such person has been determined under the Social Security Act to no longer be disabled, the
person must notify the Plan Administrator of that determination within thirty (30) days of the later of: (1)
the date of such determination; or (2) the date on which the qualified beneficiary was informed of the
responsibility to provide the notice and the procedures for doing so. The notice must be in writing and
be mailed to the Plan Administrator at the address identified below. Regardless of when the notification
is provided, continuation coverage will terminate retroactively on the first day of the month that begins
thirty (30) days after the date of the determination, or the end of the initial coverage period, if later. If
you do not provide the notification within the required time, the Plan reserves the right to seek
reimbursement of any benefits provided by the Plan between the date coverage terminates and the date
the notification is provided.

Failure to provide timely notification of a qualifying event ends the right to COBRA
continuation coverage.

         Election Rights. When a qualifying event occurs, or when the Plan Administrator is notified
that a qualifying event has occurred in the case of those events in which the employee has an obligation
to provide notice, the Plan Administrator must notify the qualified beneficiaries of the right to elect
continuation coverage. Because the Employer and the Plan Administrator are the same entity, the Plan
Administrator has forty-four (44) days to provide the option to elect COBRA coverage. Under the law,
qualified beneficiaries have at least sixty (60) days to elect continuation coverage measured from the
later of (1) the date coverage would be lost because of a qualified event, or (2) the date a notice of
election rights is provided. An election is considered "made" on the date sent. If continuation coverage
is elected within this period, the coverage is retroactive to the date coverage would otherwise have been
lost. If continuation coverage is not elected within this period, coverage under the Plan ends.

         Each qualified beneficiary has an independent right to elect continuation coverage. Employees
and spouses (if the spouse is a qualified beneficiary) may elect continuation coverage on behalf of all
qualified beneficiaries and parents may elect continuation coverage on behalf of their children.
Furthermore, other third persons can elect continuation coverage on behalf of a qualified beneficiary.

Please Note: Qualified beneficiaries who are entitled to elect COBRA may do so even if they are
covered by Medicare effective on or before the date on which COBRA is elected. However, as discussed

City of Minnetonka HRA                               12
in more detail below, a qualified beneficiary’s COBRA coverage will terminate automatically if he or she
first becomes covered by Medicare effective after the date on which COBRA is elected.

        Duration. The law requires that qualified beneficiaries generally be allowed to maintain
continuation coverage as follows:

        Eighteen (18) Months. If the qualifying event is the employee’s termination of employment
(other than for gross misconduct) or a reduction in hours of employment, the continuation period is
eighteen (18) months measured from the date of the qualifying event.

        Disability Extension. For qualified beneficiaries receiving continuation coverage because of
the employee’s termination or reduction in hours, the continuation period may be extended eleven (11)
months, for a total maximum of twenty-nine (29) months where a qualified beneficiary receives a
determination under the Social Security Act that at the time of the employee’s termination of employment
or reduction of hours, or within sixty (60) days of the start of the eighteen (18) month continuation
period, the qualified beneficiary was disabled. The extension is available to all qualified beneficiaries in
the family group.

        Pre-Qualifying Event Medicare Extension. The eighteen (18) month continuation period
may be extended if the employee became entitled to (actually covered under) Medicare prior to the
employee’s termination of employment (other than for gross misconduct) or a reduction in hours.
Qualified beneficiaries other than the employee are entitled to the greater of (1) eighteen (18) months
measured from the qualifying event, or (2) thirty-six (36) months measured from the date of the
employee’s Medicare entitlement.

        Thirty-Six (36) Months. For qualifying events other than termination of employment (other
than for gross misconduct) or a reduction in hours, the continuation period is thirty-six (36) months
measured from the date of the qualifying event.

         Second Qualifying Events. If during the initial eighteen (18) month continuation period (or
during an extension of that period for disability or for pre-termination Medicare entitlement) a second
qualifying event occurs (e.g., divorce or legal separation, death of employee, loss of dependent status)
that would have caused the qualified beneficiary to lose coverage under the Plan had the first qualifying
event not occurred, the continuation period for the particular qualified beneficiaries affected by the
second qualifying event may be extended to thirty-six (36) months.

        Under no circumstances may the total continuation period be greater than thirty-six (36) months
from the date of the original qualifying event that triggered the continuation coverage.

        Type of Coverage. Initially, the coverage will be the same coverage as immediately preceding
the qualifying event. Thereafter, coverage must be identical to the coverage provided to similarly
situated employees or family members that have not experienced a qualifying event. In addition, special
enrollment rights under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) will
apply to those who have elected COBRA.

        Cost. A person electing continuation coverage may have to pay all or part of the cost of
continuation coverage. You will receive additional information regarding the cost requirements following
the occurrence of a qualifying event. The amount charged cannot exceed 102% of the cost to the plan
of providing the coverage. The amount may be increased to 150% for the months after the eighteenth
(18th) month of continuation coverage when the additional months are due to a disability under the Social
Security Act. Payment is generally due monthly. Payment is considered “made” on the date sent.




City of Minnetonka HRA                              13
        Premature Ending. The law provides that continuation coverage shall automatically end for
any of the following reasons:

         •    the Employer no longer provides group health coverage to any of its employees;

         •    the premium for continuation coverage is not paid on time (including any applicable grace
              period);

         •    after electing COBRA, the qualified beneficiary becomes covered under another group health
              plan (as an employee or otherwise) that has no exclusion or limitation with respect to any
              applicable pre-existing condition that you have;

              Please note: Under HIPAA, an exclusion or limitation of the other group health plan might
              not apply at all, depending on the length of the qualified beneficiary’s creditable coverage
              prior to enrolling in the other group health plan. If the other plan has applicable exclusions
              or limitations, then COBRA coverage terminates after the exclusion or limitation no longer
              applies (for example, after a twelve (12) month pre-existing condition waiting period
              expires).

         •    after electing COBRA coverage, the qualified beneficiary becomes entitled to (actually
              covered under) Medicare;

              Notice Obligation: The employee or a family member must notify the Plan Administrator
              immediately if any qualified beneficiary actually becomes covered by another group health
              plan or Medicare. Regardless of when such notification is provided, coverage will terminate
              retroactively to the date of the coverage under the other group health plan or Medicare. If,
              for whatever reason, a qualified beneficiary receives any medical benefits under the Plan
              after coverage is to cease under these rules, the Plan reserves the right to seek
              reimbursement from the qualified beneficiary.

         •    with respect to disability extension coverage, a final determination that the qualified
              beneficiary is no longer disabled; or

             Please note: This cuts short the coverage for all qualified beneficiaries with extended
             coverage.
         •    termination for cause under the generally applicable terms of the group health plan (e.g.,
              submission of fraudulent benefit claims).

        Insurability.     A qualified beneficiary does not have to demonstrate insurability to elect
continuation period.

       Trade Act of 2002. Pursuant to the Trade Act of 2002, certain employees and former
employees who are receiving trade adjustment assistance (“TAA”) may be eligible for a special second
COBRA election and a tax credit for premiums paid for continuation coverage. TAA is generally available
to those employees who have lost their jobs or suffered a reduction in hours because of import
competition and shifts in production to other countries. If you are potentially eligible for these rights
under the Trade Act, you will receive additional information regarding it at the time of your qualifying
event.

         Address Changes: Important information is distributed by mail. In order to protect your
family’s rights, if a qualified beneficiary’s address changes, the qualified beneficiary or someone on its
behalf should notify the Plan Administrator immediately.

City of Minnetonka HRA                               14
More Information: The Employer has hired a third party to administer its COBRA responsibilities. All
questions, notices, and other communications regarding COBRA and the Plan should be directed to:

                                          COBRA Administrator
                                            Phone number:
                                             Fax number:



12.21    What if I just want to spend down my account?

        If you terminate employment or cease to be covered by the HD Health Plan, you (and your
Spouse and Dependents) will be allowed to spend down the balance of your HC Account. If COBRA is
applicable, you must choose to continue to access your HC Account in lieu of COBRA continuation
coverage. If you choose to spend down your HC Account, you (and your Spouse and Dependents) may
generally continue to submit claims for eligible Health Care Expenses until the account balance reaches
zero.

        Upon your death, your surviving Spouse and Dependents will be allowed to spend down the
balance of your HC Account if they choose to continue to access your HC Account in lieu of COBRA
continuation coverage. If they choose to spend down your HC Account, your surviving Spouse and
Dependents may generally continue to submit claims for eligible Health Care Expenses until the account
balance reaches zero.




City of Minnetonka HRA                             15
                                          •
                           FAMILY AND MEDICAL LEAVE ACT OF 1993 &
                     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT
                                    RIGHTS ACT OF 1994


12.22    Family and Medical Leave Act of 1993 (“FMLA”)

         The Family and Medical Leave Act of 1993 (“FMLA”) imposes certain obligations on employers
with fifty (50) or more employees. This Plan (including the component plans) shall be administered in a
manner consistent with the FMLA and the Employer’s FMLA Policy required thereunder. If your Employer
is subject to FMLA, then you should be provided with a complete explanation of FMLA rights and
responsibilities.


12.23    Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”)

         The Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) imposes
certain obligations on employers. This Plan (including the component plans) shall be administered in a
manner consistent with the USERRA.




City of Minnetonka HRA                            16
                                               EXHIBIT A
                                       Eligible Health Care Expenses



Attention: This list of Eligible Expenses is applicable to and for use with only the Health
Reimbursement Arrangement.
Medical and dental expenses that qualify as expenses for medical care under IRS rules generally qualify
as eligible expenses for reimbursement under the Health Reimbursement Arrangement. Those may take
the form of co-pays, deductibles, and medical expenses not covered by other insurance. Often expenses
that qualify for deductions under IRS rules are eligible expenses, but in some instances expenses that are
deductible will not be reimbursable and expenses that are not deductible will be reimbursable.
Some specific examples are identified below. The following is not an exhaustive list and there may be
other expenses that are eligible if they satisfy the IRS rules.

Dental & Orthodontic Care
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    Dental Treatment                                    •   Teeth whitening
    •    Artificial teeth/Dentures                           •   Toothbrushes and toothpaste, even if special
    •    Braces, orthodontic devices                             type is recommended by dentist


Therapy Treatments
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    X-ray treatments                                    •   Physical treatments unrelated to a specific
    •    Treatment for alcoholism or drug                        health problem (e.g., massage for general
         dependency                                              well being)
    •    Legal sterilization                                 •   Any illegal treatment
    •    Acupuncture                                         •   Cosmetic Surgery
    •    Vaccinations                                        •   Treatment for baldness (unless it is for a
    •    Physical therapy (as a medical treatment)               specific medical condition and not for
    •    Fee to use swimming pool for exercises                  cosmetic purposes)
         prescribed by physician to alleviate specific
         medical condition such as rheumatoid
         arthritis
    •    Speech therapy
    •    Smoking       cessation   programs      and
         prescribed drugs to alleviate nicotine
         withdrawal


Fees/Services
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    Physician’s fees and hospital services              •   Payments to domestic help, companion,
    •    Nursing services for care of a specific                 babysitter, chauffeur, etc. who primarily
         medical ailment                                         render services of a non-medical nature
    •    Cost of a nurse’s room and board if paid by         •   Nursemaids or practical nurses who render
         the taxpayer where nurse’s services qualify             general care for healthy infants
    •    The Social Security tax paid with respect to        •   Fees for exercise, athletic, or health club
         wages of a nurse where nurse’s services                 membership when there is no specific health
         qualify                                                 reason for needing membership
    •    Services of chiropractors                           •   Marriage counseling provided by clergyman
    •    Christian Science practitioner fees

City of Minnetonka HRA
Meeting of                       Page 18
Subject:



    •    Diagnostic tests




City of Minnetonka HRA      18
Meeting of                                                                                        Page 19
Subject:




Hearing Expenses
Allowable expenses:
    • Hearing aids and hearing aid batteries
    • Special telephone equipment


Medicine and Drugs
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    Medicine and drugs that require a                   •   Medicine and drugs for personal, general
         prescription                                            health, or cosmetic purposes
    •    Insulin                                             •   Dietary supplements if for general health
    •    Over the counter medicine and drugs when
         used to alleviate or treat personal injuries
         or      sickness    (including    antacids,
         antihistamines,    aspirin/pain   relievers,
         bandages, cold medicines, acne medicine,
         etc.)


Medical Equipment
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    Blood Sugar test kits                               •   Wigs, when not medically necessary for
    •    Wheelchair or autoette (cost of                         mental health
         operating/maintaining)                              •   Vacuum cleaner purchased by an individual
    •    Crutches (purchased or rented)                          with dust allergy
    •    Special mattress & plywood boards                   •   Mechanical exercise device not specifically
         prescribed to alleviate arthritis                       prescribed by physician
    •    Oxygen equipment and oxygen used to
         relieve breathing problems that result from
         a medical condition
    •    Artificial limbs and
    •    Support hose (if medical necessary)
    •    Wigs (where necessary to mental health of
         individual who loses hair because of
         disease)
    •    Excess cost of orthopedic shoes over cost
         of ordinary shoes


Physicals
Allowable expenses:                                      Expenses specifically disallowed by the IRS or courts:
    •    Physicals and other well visits                     •   Physicals for employment purposes
    •    Immunizations


Vision Care




City of Minnetonka HRA                              19
Meeting of                                               Page 20
Subject:



Allowable expenses:
    •    Optometrist’s or ophthalmologist’s fees
    •    Eyeglasses and prescription sunglasses
    •    Insurance for replacement of lost         or
         damaged contact lenses
    •    Contact lens and contact lens solutions
    •    Laser eye surgery




City of Minnetonka HRA                              20
Meeting of                                                                                      Page 21
Subject:




Assistance for the Handicapped
Allowable expenses:
    •    Cost of guide for a blind person
    •    Cost of note-taker for a deaf child in school
    •    Cost of Braille books and magazines in
         excess of cost of regular editions
    •    Seeing eye dog (cost of buying, training
         and maintaining)
    •    Household visual alert system for deaf
         person
    •    Excess costs of specifically equipping
         automobile for handicapped person over
         cost of ordinary automobile; device for
         lifting handicapped person into automobile
    •    Special devices, such as tape recorder and
         typewriter, for a blind person



Psychiatric Care
Allowable expenses:                                      Expenses specifically disallowed by the IRS or
    •    Services of psychotherapists, psychiatrists     courts:
         and psychologists                                   • Psychoanalysis undertaken to satisfy
                                                                curriculum requirements of a student




City of Minnetonka HRA                               21
Meeting of                                                                                    Page 22
Subject:




Miscellaneous Charges
Allowable expenses:                                  Expenses specifically disallowed by the IRS or
    •    X-rays                                      courts:
    •    Expenses of services connected with             •   Expenses of divorce when doctor or
         donating an organ                                   psychiatrist recommends divorce
    •    Medically prescribed diet                       •   Cost of toiletries, cosmetics, and sundry
    •    The cost of a medically prescribed weight           items (e.g., soap, toothbrushes)
         loss program                                    •   Cost of special foods taken as a substitute
    •    Breast reconstructive surgery following             for regular diet, when the special diet is
         mastectomy as part of treatment for                 not medically necessary or taxpayer cannot
         cancer                                              show cost in excess of cost of a normal
    •    Contraceptives                                      diet
    •    Fertility Treatments                            •   Maternity clothes
    •    Medical records charges                         •   Diaper service
                                                         •   Distilled water purchased to avoid drinking
                                                             fluoridated County water supply
                                                         •   Installation of power steering in automobile
                                                         •   Pajamas purchased to wear in hospital
                                                         •   Mobile telephone used for personal calls as
                                                             well as calls to physician
                                                         •   Union dues for sick benefits for members
                                                         •   Contributions to state disability funds
                                                         •   Auto insurance providing medical coverage
                                                             for all persons injured in or by the
                                                             taxpayer’s automobile, where amounts
                                                             allocable to taxpayer and dependent is not
                                                             stated separately
                                                         •   Long-term care services
                                                         •   Funeral expenses




City of Minnetonka HRA                           22
Meeting of                                                                                Page 23
Subject:




Insurance
Allowable expenses:                              Expenses specifically disallowed by the IRS or
    •    Health insurance premiums (including    courts:
         individual and non-employer sponsored       •   Premiums that could be paid on a pre-tax
         coverage and including continuation             basis through an employer’s flex plan
         premiums
    •    Long term care insurance premium




City of Minnetonka HRA                       23
                              City Council Agenda Item #10L
                              Meeting of December 19, 2005


Brief Description:                Approval of labor agreement between the city of
                                  Minnetonka and Teamsters Local #320 – Police
                                  Officers.

Recommended Action:               Motion to approve.


Background

Over the past several months, city staff has been negotiating a labor agreement with
Teamsters Local #320, which represents the city’s police officers. Recently, staff and
Teamsters representatives reached agreement on a three-year contract for 2006 –
2008, the union employees have ratified it, and the city council is requested to approve
it. Major changes to the existing labor agreement are described below, and all
amendments can be found more specifically in the attached agreement.

Article IX – Wages and Salaries

The pay differential for police officers assigned to special assignments has been
amended as follows:

Corporal                                 Increase from $175/month to $185/month
                                         beginning in 2007

Investigator and School Liaison          Increase from $225/month to $235/month
                                         beginning in 2006

Canine                                   Increase from $135/month to $145/month
                                         beginning in 2007

Field Training Officer                   Increase from $2.25/hour to $2.50/hour in
                                         2006 and $2.75/hour in 2007

Article XI – Uniforms

The uniform allowance for police officers assigned to the investigative division has
increased from $550 to $625 annually.

Article XII – Personal Growth

The incentive pay for employees eligible to participate in this program has increased in
Articles 12.21 through 12.26 from 1.6% to 1.7%.
Meeting of December 19, 2005                                                      Page 2
Subject: Police Officers Labor Agreement



Article XX – Insurance

The city’s monthly cafeteria plan insurance contribution in 2005 is $540 per month, and
employees who participate in the city-sponsored health initiative program receive $560
per month. This program involves a health assessment survey, high risk intervention,
disease management, and consumer education. In 2006, the city’s monthly contribution
would increase to $560 per month for those not participating in the health initiative
program and $585 per month for those who do participate. The contract would remain
open for negotiating 2007 and 2008 contributions.

Article XXX – Duration

This is a three-year agreement.

Exhibit A – Wages

The pay adjustments reflect base wage increases of 2.25% in 2006, 3.00% in 2007, and
3.00% in 2008. Based on the city’s market comparison component of MERIT, police
officers are not eligible to receive any additional market adjustment in 2006. Language
providing for a market adjustment if applicable in 2007 and 2008 is again included.

Memoranda

One of the Memoranda of Understanding renews a current MOA regarding severance
pay. The other is a protection for the city in the event legal changes are made affecting
the grievance procedure.

Recommendation

The city council is requested to approve the 2006 - 2008 labor agreement between the
city of Minnetonka and Teamsters Local #320 – Police Officers. This agreement allows
the city to maintain a competitive salary and benefit package, as well as keep benefits
standardized among employee groups.

Submitted through:
      John Gunyou, City Manager

Originated by:
       Geralyn R. Barone, Assistant City Manager/
       Director of Administrative Services

				
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