HomeMy WebLinkAbout6.h. SKB Rosemount Community Trust AmendmentsMEMORANDUM
TO: Mayor and City Council
FROM: Jamie Verbrugge, City Administrator
DATE: November 3, 2004
RE: Additional Information — November 3, 2004 City Council Meeting
Additional information is attached regarding two items on the Consent Agenda:
• G. SKB Interim Use Permit Amendment for End Cap Design
• H. SKB Rosemount Community Trust Amendments
Pertaining to Item G., City Planner Pearson has provided a memo with more information
regarding the Addendum to Development Commitment that specifies SKB's intent to provide
$25,000 annually over the course of the next 10 years as a monetary consideration for the
removal of landscaping requirements in the final end use cap design. Also enclosed is the
amended IUP agreement, including that provision and the change of terminology from Landscape
Plan to "Final Cover Grades ".
Pertaining to Item H., attached are the final agreements related to the Trust Fund amendments
executed by the SKB Trustees and ready for execution by the Mayor and City Clerk.
As mentioned in the Council Agenda Memo, all of the terms in each of these items are consistent
with those agreed to by the City Council in the Memorandum of. Understanding approved by
Council in May 2004.
ity Administrator
Attachments
CITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
City Council Meeting Date: NOVEMBER 3, 2004
AGENDA ITEM: SKB - ROSEMOUNT COMMUNITY
TRUST AMENDMENTS
AGENDA SECTION:
Consent
PREPARED BY JAMIE VERBRUGGE, CITY ADMIN.
91 9A # 6 H
ATTACHMENTS: Trust Fund Amendment Language
APPROVED BY
RECOMMENDED ACTION: MOTION TO APPROVE THE AMENDMENTS T THE SKB-
ROSEMOUNT COMMUNITY TRUST FUND
ACTION:
ISSUE
At the time that the City Council approved the Interim Use Permit (IUP) in March 2003 for
SKB Environmental to expand the current east side facility, the City and SKB agreed to
review the terms of the SKB- Rosemount Community Trust Fund within one year of the
approval. The City, SKB representatives, and the Board of Trustees had extensive
discussions related to the structure of the SKB Community Trust Fund.
The City Council approved a Memorandum of Understanding with SKB and the Trustees on
May 4, 2004 regarding the amendments to the agreement and the Interim Use Permit
amendment for the SKB facility. The IUP amendments are also on the Council's November 3
Consent Agenda for consideration.
BACKGROUND
As currently structured, the SKB Trust Fund receives a dedicated contribution from the per
tonnage deposits at the SKB Rosemount facility. The Trust Fund has built a healthy reserve
of funds for the long -term stability desired by the Trust Board to make annual donations to
organizations, events and projects that benefit the Rosemount community. The City Council
approved an amendment within the past year that allows the Trust Fund to increase annual
distributions to $100,000 per year.
The City Council expressed interest in revisiting the terms of the Trust Fund at the time the
IUP was approved in March 2003 to provide a more equitable distribution of Fund revenues
to provide greater benefit to the community through direct contributions from the Trust Fund
to the City for items included in the Capital Improvement Program. The City Council also
requested a one -time contribution from the Trust Fund reserve to provide fora large capital
investment in the community for acquisition of land to be the site of a future Dakota County
SKB Trust Fund Amendment
November 3, 2004
Page 2 of 2
branch library in Rosemount.
Per the terms of the negotiated agreement, the SKB Trust Fund Board has approved
amendments to the Trust agreement that provides the following:
a. Fifty percent (50 %) of annual revenues to the Trust Fund from SKB operations will be
redirected to the City of Rosemount to be applied toward projects detailed in the City's
Capital Improvement Plan (CIP).
b. The SKB Trust Fund will make a one -time donation of $500,000 to the City, following
the transaction closing on the property, to help pay for the cost of land acquisition for a
Dakota County branch library in Rosemount.
c. The City will allow the SKB Trust Fund to increase annual community distributions
based on the Consumer Price Index or percentage population growth in Rosemount,
whichever is greater.
SUMMARY
The SKB Trust Fund Board approved the Trust Fund amendments in accordance with the
terms of the May 4, 2004 MOU committing to amend the Trust Fund distribution formula and
providing for a significant one -time contribution to assist the City with library land acquisition,
contingent upon the City's amendment of the March 2003 IUP relating to the End Use Plan.
The formally signed and notarized agreements will be provided for the Mayor's signature
prior to the November 3 meeting.
K
4. Use of the Trust The Trustees shall apply the trust fund, at such times, in
such manner, and in such amounts as they may determine, to the uses and purposes set
forth in paragraph 1, or they may make contributions to the City of Rosemount or to other
charitable organizations to be used within the City of Rosemount, for the uses and
purposes set forth in paragraph 1. For this purpose, the term "charitable organizations"
shall mean a corporation, trust or community chest, fund or foundation, created or
organized In the United States or under the law of the United States or any state,
organized and operated exclusively for charitable and educational purposes, no part of the
net earnings of which inures to the benefit of any private shareholder or individual, and
no substantial part of the activities of which is carrying on propaganda, or otherwise
attempting, to influence legislation, and which does not participate in, or intervene in
(including the publishing or distributing of statements), any political campaign on behalf
of any candidate for public office. Subject to the foregoing limitations:
(a) the Trustees shall distribute trust funds in an amount equal to fifty percent
(50 %) of the donations received from the Donor each year to the City of Rosemount to be
used by the City of Rosemount for capital projects identified in the City of Rosemount's
Capital Improvement Program, which trust funds shall distributed no later than January
31 st of the year following the year in which the donations are received;
(b) the Trustees shall distribute the sum of Five Hundred Thousand Dollars
($500,000.00) to the City of Rosemount for the acquisition of land and/or a building to be
used as a library in the City of Rosemount at the time of the closing on the City of
Rosemount's purchase of the land and/or building;
(c) the Trustees may, but are not required to, annually distribute trust funds
[exclusive of distributions under (a) and (b) above] in an amount not to exceed the sum of
One Hundred Thousand Dollars ($100,000.00) or the income of the trust, whichever is
greater; and
(d) in the event of a catastrophic occurrence as the result of an Act of God
adversely affecting the welfare of the City of Rosemount or its citizens, the Trustees may,
in their discretion, distribute the sum of One Million Dollars ($1,000,000.00) or one -third
(1/3) of the trust fund, whichever is less, for the uses and purposes , set forth in paragraph
1 hereof.
In no event shall the Trustees be required to distribute sums in excess of the trust
principal. Any other provisions of this Trust Agreement notwithstanding, the Trustees
shall distribute the trust income for each taxable year at such time and in such manner as
not to become subject to the tax on undistributed income imposed by Section 4942 of the
Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal
tax laws. The One Hundred Thousand Dollar ($100,000.00) limitation in (c) above shall
be applicable for annual distributions made during the year 2004, and said limitation shall
be adjusted annually thereafter to the greater of the following amounts:
(i) One Hundred Thousand Dollars ($100,000);
the amount which bears the same proportion to $100,000 as the Consumer
Price Index, all urban consumers, Midwest urban-all items, of the United
States Department of Labor, Bureau of Labor Statistics for January of the
year for which the computation is made bears to the Consumer Price
Index, all urban consumers, Midwest urban-all items, of the United States
Department of Labor, Bureau of Labor Statistics for January, 2004; or
the amount which bears the same proportion to $100,000 as the certified
annual population estimate for the City of Rosemount determined by the
Metropolitan Council for the year for which the computation is made
bears to the certified annual population estimate for the City of Rosemount
determined by the Metropolitan Council for the year 2004.
CITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
City Council Meeting Date: November 3, 2004.
AGENDA ITEM: SKB Interim Use Permit Minor
AGENDA SECTION:
Amendment.
Consent.
PREPARED BY: Rick Pearson, City Planner.
AGENDA NO.
ATTACHMENTS: Draft Addendum to Development
Commitment, Interim Use Permit
Agreement Reissuance to SKB, Inc.
Minnesota Industrial Containment
APPROVED BY:
Facility, Proposed Exhibit E (drawing and
design info), March 6, 2003 City Council
minutes
RECOMMENDED ACTION:
Motion to approve the amendments the Interim Use Permit and the addendum to the
Development Commitment for SKB, Inc. Minnesota Industrial Containment Facility.
ACTION:
ISSUE
The application before the Council is to modify the design of the end -cap at the SKB land -fill.
The change is to provide a gradual slope with grasses versus a previous plan that had ridges
with landscaping to recreate an oak savannah. The previous idea depended on a significant
amount of soil being added to the site to provide a sufficient depth for tree roots that would
not puncture the end cap liner. The simplified strategy of a uniform 2.5 ft. thick soil layer with
6 inches of top soil, seed and liner will be much easier to maintain, and greatly simplifies
repairs to the end cap if necessary.
BACKGROUND
On March 6, 2003, the Council approved a major amendment to the SKB Interim Use Permit
with conditions. The effect of the major amendment was to increase storage capacity by
utilizing "saddle" area between cells. The major amendment also approved a new
construction demolition cell along the southeast elevation of the land -fill
One of the issues discussed by the Council, and noted for further discussion and refinement,
was the end use plan for the site. The plan at that time included groupings of trees on ridges
that advanced up the slope, allowing for sufficient depth to protect the liners of the end cap
from roots. The exact details of the landscape project were not worked out when the IUP
was approved. After further examination it became clear that the project entailed more
resources than initially expected. For this reason, the city and SKB have been looking at
other options that would address previous city concerns. The present concept will allow a
more sloped mound that will be easier to maintain. Further, the introduction of trees on the
site required a significant amount of fill and dramatically increased the cost. The reason is
that a lot of soil was needed to ensure that the end cap was punctured by the tree roots.
Applicant & Property Owner(s)
Location:
Area in Acres:
Comp. Guide Plan Desig:
Current Zoning:
City Council Action:
John Domke for SKB Environmental
TH 55 Industrial Waste Containment Facility
Approx. 235 acres
Waste Management
Waste Management
Approved with conditions 3 -6 -2003.
SUMMARY
There is the potential for the City to have to become involved with repairs after the cells have
been closed. While the tree planting plan can certainly be engineered properly, the cost of
maintenance and repairs could be unusually high, particularly on the 4:1 side slopes. Staff is
comfortable with the various aspects of the revised proposal; uniform gradients, depth of
cover, and turf management. Reasonable visual screening can be accommodated with tree
plantings near the highway right -of -way. The changes in the IUP will also be reflected in the
SKB Community Trust Management Plan.
2
ADDENDUM
TO DEVELOPMENT COMMITMENT
This Addendum to that certain agreement entitled Development Commitment dated October
17, 1989, by and between USPCI, Inc. and the City of Rosemount (hereinafter referred to as the
"City") (which agreement is hereinafter referred to as the "Development Commitment "), as
amended by Addendum dated January 1, 1995, and subsequently assigned to SKB Environmental
Inc. (hereinafter referred to as "SKB ") on April 18, 2000, as amended by Addendum to
Development Commitment dated , 2003, is made on behalf of the parties to the
Development Commitment by the undersigned as of this day of , 2004.
WITNESSETH:
WHEREAS, in accordance with a "MEMORANDUM OF UNDERSTANDING" by and
between the City and SKB dated May 4, 2004, the parties hereto have agreed, among other things,
that the Development Commitment should be amended as hereinafter set forth;
NOW, THEREFORE, ON THE BASIS OF THE PREMISES AND MUTUAL
COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, IT IS AGREED that the
Development Commitment is amended by adding new Section lOg as follows: "SKB will pay to
the City the amount of $25,000 per year for 10 years commencing on July 1, 2004, to be used by the
City for landscaping and natural resource projects."
This Addendum to the Development Commitment is executed as of the date and year above
stated on behalf of the parties by the undersigned.
SKB ENVIRONMENTAL, INC.
By
Its
CITY OF ROSEMOUNT
William H. Droste, Mayor
Linda Jentink, City Clerk
CLL- 248786v1
RS220 -36
INTERIM USE PERMIT AGREEMENT
REISSUANCE to SKB, INC.
MINNESOTA INDUSTRIAL CONTAINMENT FACILITY
THIS AGREEMENT, originally dated 2003, made by and between SKB
Environmental Inc. (hereinafter "SKB ") and the City of Rosemount, a Minnesota municipal
corporation (hereinafter the "City ") is restated and amended as follows as of this day of
2004.
1. Interim Use Permit. SKB assumed the obligations of an Interim Use Permit
(IUP) originally granted by the City on March 19, 1992 (Resolution 2000 -29) for the
construction, operation, and maintenance of the Minnesota Industrial Containment Facility
(MICF). The execution of this Agreement by the parties shall constitute approval and reissuance
of the IUP by the City subject to the provision of this Agreement. This Agreement constitutes the
reissued IUP, as amended. Compliance with Minnesota Pollution Control Agency Permit No.
SW -383 , dated July 2. 1998 (MPCA Permit) as renewed and amended, and Dakota County Solid
Waste License, approved November 26, 2002 (DC License) as renewed and amended, which are
incorporated herein by reference, and conformance with the application of SKB to the City as
amended by the plan for finished design approved by the MPCA and Dakota County, are
conditions of the IUP. This IUP is issued by the City in accordance with Ordinance B, City of
Rosemount Zoning Ordinance, adopted September 19,1996, as amended, including Section 11.3.
2. Term. The MICF Permit Renewal Application for Permit No. 383
Minnesota Industrial Containment Facility, Rosemount, Minnesota Volumes I, III, and IV, dated
October 2001, as modified by letter to Mike Lynn of the MPCA from William Keegen, P.E. of
SKB, dated January 3, 2003 and attachments thereto and Volume II dated October 2001, updated
January 2003 (the "MICF Permit Application "), details the revised design, construction,
operation, closure, corrective actions, and revisions thereto, and financial assurances for a five
cell non - hazardous industrial waste containment and construction and demolition facility, with an
anticipated operating life of twenty- three, (23) years. Construction, operation, and closure of the
individual cells will be phased throughout the operating life of the facility. Consistent with the
CLL- 227659v4
RS220 -36
term of MPCA Permit and the provisions of Ordinance B, this IUP is valid for five years from
2003, or until terminated or amended by the City.
Prior to expiration of the IUP, or to apply for an amended IUP, SKB shall request that the City
review and reissue the IUP. To avoid possible termination of the IUP at the time the IUP expires,
an application for reissuance of the permit must be submitted no later than 180 calendar days
before the expiration date of the permit. The reissuance of the IUP may, at the option of the City,
be approved without modification to this Agreement, or the City may require SKB to modify this
Agreement.
3. MICF Description. MICF is located on property legally described on
attached Exhibit A. The 236 -acre site is located between TH55 and CR 38, lying easterly of the
Chicago and Northwestern Railroad. The location of MICF is illustrated on attached Exhibit B.
MICF consists of five (5) containment cells, each occupying a surface area and
waste volume capacity as follows:
(a) Cell 1 contains 5.7 acres and 338,442 cubic yards;
(b) Cell 2 contains 17.1 acres and 1,422,199, cubic yards;
(c) Cell 3 contains 36.9 acres and 6,002,900, cubic yards; and
(d) Cell 4 contains 10.7 acres and 1,679,300, cubic yards; and
(e) Cell 5 contains 37.2 acres and 5,471,100 cubic yards.
The anticipated operating life of MICF is twenty -three (23) years based on a total capacity of
14,913,941 cubic yards. The facility also consists of an office /laboratory building, a container
management building, rail and truck unloading facilities, leachate storage tanks and on -site
stormwater retention areas. The general site plan is illustrated on attached Exhibit C.
This Agreement allows .for the construction and maintenance of all the roadways,
railways, buildings, leachate storage tanks, stormwater retention structures, sanitary sewer,
berming, landscaping, and other ancillary components of MICF. Such construction and
maintenance is subject to the provisions of this Agreement, compliance with City ordinances and
issuance of necessary permits. Construction of the construction and demolition
recycling/transfer station will require site plan review and approval by the City. Subject to the
CLL- 227659v4 2
RS220 -36
provisions of Section 12, this Agreement also allows for the construction, operation, closure and
post- closure care of cells 1, 2, 3, 4, and 5 and all related earth work and excavation, subject to the
provisions of this Agreement, compliance with City ordinances and issuance of necessary
permits.
4. Design Plans and Specifications. SKB shall construct MICF in accordance
with plans, specifications and procedures approved by the Minnesota Pollution Control Agency
(MPCA), Dakota County (DC) and the City. Final cover grades shall be completed in accordance
with the approved drawing 11, "top of final cover grades" plan as identified in Exhibit E of this
Agreement. Any exceptions to the approved plans and specifications made during construction
shall be listed in the Construction Certification provided pursuant to Section 9. SKB shall not
make any alteration or addition to MICF that would materially alter the method or effect of
disposal without first obtaining the written approval of the City Administrator.
5. Quality Assurance /Quality Control. SKB shall construct, operate, and
monitor MICF in accordance with the quality assurance /quality control plan(s) approved by
MPCA. Any modifications to the quality assurance /quality control plan(s) require the written
approval of the City Administrator.
6. Additional Construction Permits. SKB shall obtain all required
construction permits, such as grading, excavation, building, plumbing, heating, electrical, and
occupancy permits, in accordance with the adopted standards, procedures, and requirements of
the City. All construction permits for improvements identified in Section 3 and authorized by
Issuance of the IUP are administratively issued and administered.
7. Construction Inspection. SKB shall instruct its contractors and
subcontractors to contact the City at least two (2) working days in advance of routine inspections
(building, plumbing, electrical, etc.) required by the City. SKB shall contact the City at least ten
(10) working days in advance of the commencement of construction of liner installations, leachate
collection systems, and final cell cover. During hours of construction, SKB shall grant the City and
its agent, upon presentation of proper credentials, access to MICF for the purpose of inspections
CLL- 227659v4 3
RS220 -36
and enforcement related to construction.
8. Sanitary Sewer Connection. MICF shall remain connected to the
Metropolitan Interceptor and the Rosemount Wastewater Treatment Plant. SKB will be responsible
for all costs resulting from the sewer connection including, but not limited to, the City's
engineering, construction, permitting, easement, and legal costs.
9. Construction Certification. Within thirty (30) days of construction
completion, SKB shall submit to the City a copy of the construction certification as required by
MPCA.
10. Soil Protective Cover. The City acknowledges the ongoing nature of soil
cover placement and will not require notice for inspections. The City and its agents may make
random inspections throughout the life of MICF.
11 Operations and Maintenance. SKB shall operate and maintain MICF in
accordance with the "Operational Plans" (volume III, MICF Permit Application), MPCA Permit,
and DC License. No amendments may be made to the "Operational Plans" without the written
approval of the City Administrator.
12. Waste Acceptance. SKB shall accept reject, and manage wastes according
to the approved "Waste Acceptance Plan" (Volume II MICF Permit Application). SKB shall not
dispose of any wastes identified as unacceptable wastes in the "Waste Acceptance Plan", City
Zoning Ordinance, DC License or MPCA Permit. No amendments may be made to the "Waste
Acceptance Plan" without the written approval of the City Administrator.
A. Disposal of Ash/Conditions. Despite the provision of Section 12 above, SKB
may dispose of ash at MICF, but only pursuant to the following conditions:
1) SKB shall not use ash as cover over waste when fill heights exceed the height
of the perimeter berm at the MICF.
CLL- 227659v4 4
RS220 -36
2) During transport of all ash to the MICF, trucks carrying ash must be covered
with tarpaulins adequate to limit dusting.
3) SKB shall take adequate steps to prevent dust migration from ash disposal at
the MICF. SKB may utilize, but is not limited to, one or more of the following
methods for dust control: a) conditioning the ash by addition of moisture; b)
handling ash when wind conditions are calm; c) immediately covering ash with
cover materials. All methods utilized must be in conformance with all other
provisions of the permit.
4) Ash disposal at MICF must not result in leachate discharges to the Rosemount
Waste Water Treatment Plant (WWTP) that fail to comply with Industrial
Discharge Permit requirements of the MWCC.
5) SKB shall submit with its annual report a summary of the quantity (in tons and
cubic yards), type and source of ash deposited into MICF and shall provide an
evaluation of the effects of ash on the chemical composition of leachate
discharged from the MICF to the Rosemount WWTP
6) Any ash disposal that requires an Environmental Assessment Worksheet
(EAW) and/or an Environmental Impact Statement (EIS) shall not be permitted
under this permit without first securing approval by the City Council following
completion of the environmental review process.
13. Personnel Training. All SKB personnel involved in the operations and
maintenance of MICF shall be trained, qualified, and certified as identified in the "Operational
Plans ".
14. Incident Reporting. For any incident during operations at MICF resulting
in emergency shutdown, personal injury, release, explosion or fire, SKB shall notify the City's
CLL- 227659v4 5
RS220 -36
Police Department by telephone within two (2) hours of the detection of the incident;
emergencies shall require immediate notification. SKB shall promptly furnish the City with
written reports of the incident, as specified in the plans.
15. General inspections, Records, Reporting, Enforcement. SKB shall, during
normal operating hours, grant the City and its agents, upon presentation of proper credentials,
access to MICF for the purpose of inspections and enforcement of this agreement. Except for
information deemed privileged in accordance with state law, SKB shall allow the City to inspect
written documentation pertaining to compliance by SKB with the terms of this IUP. Records
pertaining to compliance at MICF shall include but are not limited to, operating records as
described in the "Operational Plans ", the "Corrective Action Plan ", and MPCA Permit;
inspection records; monitoring, investigation and modeling data; personnel training records,
reports and plans required by regulatory agencies; correspondence with regulatory agencies; and
records and correspondence regarding waste characterization, evaluation, management,
inspection and acceptance /rejection. All information obtained during the course of inspections
shall be used solely by the City or its agents for matters pertaining to this IUP.
SKB shall simultaneously submit to the City a copy of all reports required to be
submitted to the MPCA, Dakota County, OSHA and any other governmental regulatory
agencies, unless such submission is waived in writing by the City Administrator.
Copies of all inspection or incident reports received by SKB from the MPCA, Dakota
County, OSHA and any other governmental regulatory agencies shall be forwarded to the City
within five working days of receipt by SKB, unless forwarding of such reports is waived in
writing by the City Administrator.
16. Contingency Actions.. SKB shall implement contingency and/or corrective
actions as specified in the permit application and MPCA Permit and DC License. SKB shall
furnish the City with a copy of the remedial measures report or remedial measures plan,
according to the timetable specified in MPCA Permit. No amendments may be made to the
Corrective Action Plan" or the "Postclosure Contingency Action Plan" without the written
CLL- 227659v4 6
RS220 -36
approval of the City Administrator.
17. Monitoring/Reporting. SKB shall monitor MICF in accordance with
MPCA Permit. Nothing shall be construed to prevent SKB from exceeding MPCA Permit
requirements.
18. Closure. SKB shall close MICF in accordance with the Requirements of
MPCA Permit. SKB shall notify the City at least ten (10) working days prior to the date closure
activities for each cell are scheduled to begin. SKB shall notify the City at least ninety (90) days
prior to the date final closure activities for MICF are scheduled to begin. Upon completion of
closure of a cell or MICF, SKB shall notify the City to provide the opportunity for a final
inspection. A copy of the closure certification and supporting documentation that is required by
MPCA Permit shall be submitted to the City upon submittal to the MPCA. No amendment may
be made to the "Closure Plan" (Volume I, MICF Permit Application), as amended by Exhibit E
of this Agreement, without the written approval of the City Administrator.
Closure under previously approved plans would have required expenditure of
approximately three to four million dollars (expressed in 2003 dollars). Because the closure
plans approved by this Agreement will be substantially less expensive and of less benefit to the
City, the Development Commitment is amended to provide for the payment to the City of an
additional payment of $25,000 per year for 10 years commencing on July 1, 2004, to be used by
the City for landscaping and natural resource projects.
19. Postclosure. SKB shall provide postclosure care of MICF in accordance
with the requirements of MPCA Permit. No amendments may be made to the "Postclosure Plan"
(Volume I, MICF Permit Application) without the written approval of the City Administrator.
20. Financial Assurances. SKB shall comply with the financial assurance
requirements of the MPCA and DC. No reduction in the financial assurance requirements may be
made without the written approval of the City Administrator.
CLL- 227659v4 7
RS220 -36
21. Development Commitment. The provisions of the Development
Commitment, approved by the City Council on October 3,1989, and dated October 17, 1989, as
amended by Addendum dated , 2003, are incorporated by reference as conditions
of the IUP and attached as Exhibit D. With respect to the disposal of ash as authorized in
Section 12. A. of this Agreement, SKB shall pay the sum of $3.25 per ton, based upon a waste
generator charge of $75.00 per ton for the City base service charge, as identified in Section 10b
of Exhibit D. The ash disposal charges set forth in this Section are subject to the generator
charge adjustments set forth in Section 10c of Exhibit D. In addition, with respect to the disposal
of construction and demolition waste, SKB shall pay the sum of $ .85 per cubic yard of
construction and demolition waste deposited in the Facility, as identified in Section lob of
Exhibit D.
The provisions of this Section and Sections 9, 10, and 11 of Exhibit D shall
survive the termination of the Agreement and shall remain in effect for one year following closure
of the MICF.
Notwithstanding any provision of Section 2 of this Agreement, the City will not
require any amendment of the Development Commitment for 15 years from the date of this
Agreement.
22. Responsibility for Costs. SKB and the City agree to fund the out -of- pocket
expenses incurred by the City in the review and issuance of the reissued IUP, according to the
provisions of the Development Commitment. Costs incurred by the City for ongoing monitoring
of the operation of MICF and administration of the IUP shall be paid by the City.
23. Hours of Operation and Traffic Control. MICF operations are restricted to
the hours of 6: 00 a. m. to 8: 00 p. m., Monday through Saturday. The hours of operation may be
amended by the City Council for reasonable cause. The City Council may impose traffic
circulation and routing requirements on the operation of MICF at any time it deems such
requirements necessary or convenient in the public interest. Such requirements, which may
include restricting trucks entering or leaving MICF to right -in and right -out turning movements
CLL- 227659v4 8
RS220 -36
to and from CR 42 and TH 55, shall be given in writing and shall specify the days, times or
circumstances during which such requirements apply.
24. Indemnification. SKB shall defend, indemnify and save the City, its
officers, and employees harmless from and against any and all claims, suits, demands, actions,
fines, damages and liabilities, and all costs and expenses related thereto (including, without
limitation, reasonable attorneys' fees) arising out of or in any way related to MICF.
The provisions of the Section shall survive the termination of this Agreement and
shall remain in effect until final resolution of any and all of the various claims and actions made
as defined in this Section.
25. Other Laws and regulations. SKB agrees to comply with all other laws,
regulation, permits, or licenses that apply to MICF. -
26. Severability. If any provision of this Agreement is found to be invalid,
such finding shall have no effect on the validity of the remainder of this Agreement.
27. Notice of Violation. Notice of violation of any provision of the IUP shall
be given to SKB by the City in writing. Such written notice shall specify the violation and
request that the violation be corrected. SKB shall have ten (10) days after receipt of notice to
correct the violation. Upon evidence that the health, safety, and welfare of the public is not in
jeopardy and upon evidence of diligent cooperation by SKB to correct the violation, the City
Administrator may agree in writing to extend the ten -day period.
28. Termination. This IUP shall terminate on the happening of any of the
following events, whichever first occurs:
(1) Five (5) years from the date of , 2003;
(2) Upon change in the City's zoning regulation that renders the use
nonconforming;
CLL- 227659v4 y
RS220 -36
(3) By the City Council (Council) for violation of any provisions of the IUP, in
accordance with the following procedures: Termination shall not occur earlier than
ten (10) working days from the time the written notice of termination is served on
SKB or, if a hearing is requested, until written notice of the Council action has
been served on SKB. Notice to SKB shall be served personally or by registered or
certified mail at the address designated in the NP. Such written notice of
termination, the nature of the violation or violations constituting the basis for the
termination, the facts that support the conclusion that a violation or violations has
occurred and a statement that if SKB desires to appeal, it must within ten (10)
working days, exclusive of the day of service, file a request for a hearing. The
hearing request shall be in writing stating the grounds for appeal and be served
personally or by registered or certified mail on the City by midnight of the tenth
(10th) working day following service. Following receipt of a request for a hearing,
the City shall set a time and a place for the hearing.
HEARINGS:
A. If SKB properly requests a hearing on termination of the NP, such hearing shall
be held before the Council, or a hearing examiner as provided below, and shall be
open to the public.
B. Unless an extension of time is requested by SKB in writing directed to the City
and is granted, the hearing will be held no later than forty -five (45) calendar days
after the date of service of request for a hearing, exclusive of the date of such service.
In any event, such hearing shall be held no later than sixty (60) calendar days after
the date of service of request for a hearing, exclusive of the date of such service.
C. The city shall mail notice of the hearing to SKB at least fifteen (15) working days
prior to the hearing. Such notice shall include a statement of time, place, and nature
of hearing.
CLL- 227659v4 10
RS220 -36
D. Hearing Examiner. The Council may by resolution appoint an individual, to be
known as the hearing examiner, to conduct the hearing and to make findings of fact,
conclusions, and recommendations to the Council. The hearing examiner shall
submit the findings of fact, conclusions and recommendations to the Council in
written report, and the Council may adopt, modify, or reject the report.
E. Conduct of the Hearing. SKB may be represented by counsel. The City, SKB,
and additional parties, as determined by the Council or hearing examiner, in that
order, shall present evidence. All testimony shall be sworn under oath. All parties
shall have full opportunity to respond to and present evidence, cross examine
witnesses, and present argument. The Council or hearing examiner may also examine
witnesses.
F. The City shall have the burden of proving its position by a preponderance of the
evidence, unless a different burden is provided by substantive law, and all findings
of fact, conclusions, and decisions by the Council shall be based on evidence
presented and matters officially noticed.
G. All evidence that possesses probative value, including hearsay, may be admitted
if it is the type people are accustomed to rely on in the conduct of their serious
affairs. Evidence that is incompetent, irrelevant, immaterial, or unduly repetitious
may be excluded. The hearing shall be confined to matters raised in the City's
written notice of termination or in SKB's written request for a hearing.
H. At the request of the City, SKB, or the hearing examiner, a pre- hearing
conference shall be conducted by the hearing examiner, if the Council has chosen to
use one, or by a designated representative of the Council. The pre- hearing
conference shall be held no later than five (5) working days before the hearing. The
purpose of the pre - hearing conference is to:
(1) Clarify the issues to be determined at the hearing.
(2) Provide an opportunity for discovery of all relevant documentary,
CLL- 227659v4 1 l
RS220 -36
photographic, or other demonstrative evidence in the possession of each
party. The hearing examiner or City's representative may require each party
to supply a reasonable number of copies of relevant evidence capable of
reproduction.
(3) Provide an opportunity for discovery of the full name and address of all
witnesses who will be called at the hearing and a brief description of the facts
and opinions to which each is expected to testify. If the names and addresses
are not known, the party shall describe them thoroughly by job duties and
involvement with the facts at issue.
I. If a pre - hearing conference is held, evidence not divulged as provided above may
be excluded at the hearing.
J. If SKB fails to appear at the hearing, it shall forfeit any right to a hearing before
the Council or hearing examiner
29. Amendments. Any changes in the provisions of this Agreement requested
by SKB require the express written consent of the City. The City may at its option impose
addition requirements for the IUP when changes or amendments in waste management rules,
laws, or technology are in the best interest of public health, safety, and welfare, or if there are
changes in the MPCA Permit or DC License. The procedure to amend the IUP shall be the same
as the procedure required to issue the IUP.
30. Enforcement. SKB shall reimburse the City for its reasonable costs
(including without limitation engineering and legal fees) incurred in the enforcement of the IUP,
that results in a City Council decision to terminate the IUP. Payment of these costs will be in
addition to the City Service Charge, provided for in the Development Commitment.
31. Interpretation. In any challenge of the provisions of this Agreement, the
interpretation of the provisions shall be liberally construed to protect the public health, safety,
and welfare.
CLL- 227659v4 12
RS220 -36
32. Assignment. The IUP is not assignable or transferable without the express
written consent of the City. In the event an assignment of the IUP is proposed, the City may at its
option impose additional requirements to this Agreement or may require a new agreement.
33. Notice. Notices given pursuant to this Agreement shall be personally
delivered or sent by certified mail to City of Rosemount, 2875 145th St. W., Rosemount,
Minnesota 55068 -0510 and to SKB, Inc., 13425 Courthouse Boulevard, Rosemount, Minnesota
55068. All notices shall be effective upon receipt.
34. Recording. This Agreement shall run with the subject land and may be
recorded in the Dakota County Recorder's Office.
CLL- 227659v4 13
RS220 -36
0
SKB ENVIRONMENTAL, INC.
By:
Its:
And by:
Its:
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
2004, by and , the and
, respectively, of SKB Environmental, Inc., a Minnesota corporation, on
behalf of the corporation.
Notary Public
CITY OF ROSEMOUNT
By:
Its: Mayor
And by: _
Its: Clerk
STATE OF MINNESOTA
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of ,
2004, by William Droste and Linda Jentink, the Mayor and Clerk, respectively, of the City of
Rosemount, a Minnesota municipal corporation, on behalf of the corporation.
Notary Public
CLL- 227659v4 14
RS220 -36
RESOLUTION
A RESOLUTION APPROVING THE FIFTH AMENDMENT AND FIRST
COMPLETE AND SUPERSEDING AMENDMENT TO SKB ENVIRONMENTAL
ROSEMOUNT COMMUNITY TRUST
WHEREAS, the Trustees of the SKB Environmental Rosemount Community
Trust are desirous of adopting a Fifth Amendment and First Complete and Superseding
Amendment to the SKB Environmental Rosemount Community Trust, under Trust
Agreement dated November 19,1 992, as amended, pursuant to Paragraph 11 of said
Trust Agreement with the unanimous consent of all trustees currently acting, by
execution of this Resolution;
NOW, THEREFORE, the Trustees of the SKB Environmental Rosemount
Community Trust, under Trust Agreement dated November 19, 1992, as amended,
hereby adopt the following resolutions:
1. The Trustees hereby adopt the Fifth Amendment and First Complete and
Superseding Amendment to SKB Environmental Rosemount Community Trust attached
hereto.
2. To effect the Resolution in Paragraph I above, the Trustees are hereby
authorized and directed to execute the:
(a) Fifth Amendment and First Complete and Superseding
Amendment to SKB Environmental Rosemount Community Trust;
and
(b) Restated Trust Agreement of the SKB Enviromnental Rosemount
Community Trust attached to the Fifth Amendment and First
Complete and Superseding Amendment to SKB Environmental
Rosemount Community Trust.
3. The Fifth Amendment and First Complete and Superseding Amendment to
SKB Environmental Rosemount Community Trust is effective for the Trust's fiscal year
commencing January 1, 2004 and ending December 31, 2004, as of an upon the date the
A&
Fifth Amendment and First Complete and Superseding Amendment to SKB
Environmental Rosemount Community Trust is fully executed by all of the Trustees of
the SKB Envirommental Rosemount Community Trust, the City of Rosemount, and SKB
Envirouunental, Inc.
Dated:— �n G
Steve Ca�ey, Trustee
1
o Chapdelaine, rustee
a� z""-L
1 z Domke, Trustee
SKB Environmental Rosemount
A
FIFTH AMENDMENT AND FIRST COMPLETE AND SUPERSEDING
AMENDMENT TO SKB ENVIRONMENTAL ROSEMOUNT COMMUNITY
TRUST
Pursuant to Paragraph 1 I of the SK 13 Environmental Rosemount Community
Trust, tinder Trust Agreement dated November 19, 1992, as amended, said Trust
Agreement is amended by means of this Fifth Amendment and First Complete and
Superseding Amendment to SKB Environmental Rosemount Community Trust, restating
the SKB Environmental Rosemount Community Trust as attached hereto, which restated
Trust Agreement shall constitute the complete trust agreement and shall supersede in all
respects the provisions of the original Trust Agreement dated November 19, 1992 and
any previous amendments thereto.
IN WITNESS WHEREOF, this agreement has been executed by SKB Environmental,
Inc. and by each of the named Trustees.
SKB Environmental, Inc.
Richard O'Gara
Its: President
:
B Tm dG�
Y
John ornke
Its: Vi e President
City of Rosemount
By:
William Droste, Mayor
By:
Linda J. Jentink, City Clerk
qz
Steve Casey, Trustee O
IL A�A�
D n Chapdelaiij, Trustee
J m Domke, Trustee
SKB Environmental Rosemount
SKB Environmental Rosemount Community Trust
This Restated Trust Agreement made this day of ,
2004, by and between SKB Environmental, Inc., acorporation organized Linder the laws
of the State of Minnesota (hereinafter referred to as "Donor "), and John Tapper, Matthew
Kearney, Steve Casey, Don Chapdelaine, and John Donnke (hereinafter collectively
referred to as "Trustees").
1. Purpose of the Trust This trust is created and shall be operated
exclusively for the benefit of the citizens of Rosemount and the City of Rosemount,
including, but not limited to, the following purposes:
(a) To provide for the construction and maintenance of facilities for
public recreation;
(b) To further community, industrial, governmental and physical
planning in the City of Rosemount;
(c) To improve living and working conditions within the City of
Rosemount for the general welfare of the citizens of Rosemount;
(d) To further public educational opportunities, whether by
establishing programs or facilities devoted to educational purposes, or the
fimnishing of educational scholarships; and
(e) To provide for the charitable needs of the citizens of Rosemount
and the City of Rosemount, within the meaning of Section 501(c)(3) of the
Internal Revenue Code of 1986, and amendments supplementary thereto.
This trust is formed for and shall be operated exclusively for such purposes and in such a
nnanner as shall make this trust tax exempt and the donations to it deductible from taxable
income to the extent allowed by the provisions of the Internal Revenue Code of 1986 and
such other applicable legislation and regulations as they now exist or as they may be
amended. No part of the trust fund shall inure to the benefit of any private shareholder or
individual, and no part of the activities of this trust shall consist of carrying on
propaganda, or otherwise attempting, to influence legislation, or of participating in, or
intervening in (including the publication or distribution of statements), any political
campaign our behalf of any candidate for public office. Notwithstanding any other
provisions, this trust shall not conduct or carry on any activities not permitted to be
conducted or carried on by any organization which is tax exempt or by an organization to
which donations are deductible from taxable income to the extent allowed by the
provisions of the Internal Revenue Code and other applicable legislation and regulations
as they now exist or may hereafter be amended.
2. Name of Trust The name of this trust shall be the SKB Environmental
Rosemount Community Trust, and so far as practicable, the Trustees shall conduct the
activities of the trust in that name.
3. Trust Fund The Trustees shall accept only donations made in cash from
the Donor pursuant to the terms and provisions of that certain Interim Use Permit dated
November 10, 1992 (originally issued by the City of Rosemount to USPCI, Inc.), as
amended from time to time. All donations so received, together with the income derived
therefrom, herein referred to as the trust fund, shall be held, managed, administered and
paid out by the Trustees pursuant to the terns of this Trust Agreement.
4. Use of the Trust The Trustees shall apply the trust fund, at such times, in
such mamler, and in such amounts as they may determine, to the uses and purposes set
Forth in paragraph 1, or they may make contributions to the City of Rosemount or to other
charitable organizations to be used within the City of Rosemount, for the uses and
purposes set forth in paragraph 1. For this purpose, the tern "charitable organizations"
shall mean a corporation, trust or community chest, fund or foundation, created or
organized in the United States or under the law of the United States or any state,
organized and operated exclusively for charitable and educational purposes, no part of the
net earnings of which inures to the benefit of any private shareholder or individual, and
no substantial part of the activities of which is carrying on propaganda, or otherwise
attempting, to influence legislation, and which does not participate in, or intervene in
(including the publishing or distributing of statements), any political campaign on behalf
of any candidate for public office. Subject to the foregoing limitations:
(a) the Trustees shall distribute trust funds in an amount equal to fifty
percent (50 %) of the donations received from the Donor each year to the City of
Rosemount to be used by the City of Rosemount for capital projects identified in
the City of Rosemount's Capital Improvement Program, which trust fiends shall
distributed no later than January 31 st of the year following the year in which the
donations are received;
(b) the Trustees shall distribute the stun of Five Hundred Thousand
Dollars ($500,000.00) to the City of Rosemount for the acquisition of land and /or
a building to be used as a library in the City of Rosemount at the time of the
closing on the City of Rosemount's purchase of the land and /or building;
(c) the Trustees may, but are not required to, annually distribute trust
funds [exclusive of distributions under (a) and (b) above] in an amount not to
exceed the sum of One Hundred Thousand Dollars ($100,000.00) or the income
of the trust, whichever is greater; and
(d) in the event of a catastrophic occurrence as the result of an Act of God
adversely affecting the welfare of the City of Rosemount or its citizens, the
Trustees may, in their discretion, distribute the sum of One Million Dollars
($1,000,000.00) or one -third (1/3) of the trust fund, whichever is less, for the uses
and purposes set forth in paragraph 1 hereof.
In no event shall the Trustees be required to distribute sums in excess of the trust
principal. Any other provisions of this Trust Agreement notwithstanding, the Trustees
shall distribute the trust income for each taxable year at such time and in such manner as
not to become subject to the tax on undistributed income imposed by Section 4942 of the
Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal
tax laws. The One Hundred Thousand Dollar ($100,000.00) limitation in (c) above shall
be applicable for annual distributions made during the year 2004, and said limitation shall
be adjusted annually thereafter to the greater of the following amounts:
(i) One Hundred Thousand Dollars ($100,000);
(ii) the amount which bears the same proportion to $100,000 as the Consumer
Price Index, all urban consumers, Midwest urban -all items, of the United
States Department of Labor, Bureau of Labor Statistics for January of the
year for which the computation is made bears to the Consumer Price
Index, all urban consumers, Midwest urban -all items, of the United States
Department of Labor, Bureau of Labor Statistics for January, 2004; or
(iii) the amount which bears the same proportion to $100,000 as the certified
annual population estimate for the City of Rosemount determined by the
Metropolitan Council for the year for which the computation is made
bears to the certified annual population estimate for the City of Rosemount
determined by the Metropolitan Council for the year 2004.
5. Action of Trustees The Trustees shall meet at least three (3) times during
each calendar year at such times and places as they may from time to time designate.
Thirty (30) days written notice of all meetings of the Trustees shall be given to each
Trustee, except where the meeting is an adjourned meeting and the date, time and place
of the meeting are decided at the time of-adjournment. Written notice shall contain the
time and place of the meeting and shall be signed by at least two (2) Trustees. Three (3)
Trustees must be present at a duly noticed meeting to constitute a quorum for the
transaction of trust business. All actions of the Trustees shall be taken by resolution at a
duly noticed meeting or by a written record without a meeting with the unanimous
consent of all Trustees. The Trustees shall appoint from among themselves a secretary,
who shall keep a record of all actions of the Trustees. All actions of the Trustees,
including but not limited to distribution of income, shall require the affirmative vote of a
majority of the Trustees then in office except for the following actions:
(a) Distributions of principal from the trust fund shall require the
affirmative vote of two - thirds (2/3) of the Trustees then in office, except for
distributions of the principal made within the first five (5) years after
establishment of the trust; and
(b) Distributions to or for the benefit of the City of Rosemount for
maintenance or repairs, street improvements, utility improvements, employee
salary expense, or expenses for similar public works activities shall require the
vote of two- thirds (2/3) of the Trustees then in office.
Any instnunent required to be executed by this trust shall be valid if executed in the name
of this trust by three (3) of the Trustees. A copy of any resolution or action taken by the
Trustees, certified by any three (3) of the Trustees, may be relied upon by any person
dealing with this trust. No person shall be required to see to the application of any
money, securities or other property paid or delivered to the Trustees, or to inquire into
any action, decision or authority of the Trustees.
6. Trustees' Powers In the administration of this trust and of the trust fund,
the Trustees shall have all powers and authority necessary or available to carry out the
purposes of this trust and, without limiting the generality of the foregoing, shall have the
following powers and authority, all subject, however, to the condition that no power or
authority shall be exercised by the Trustees in any mariner or for any purpose which may
not be exercised by an organization which is tax exempt or by an organization to which
donations are deductible from taxable income to the extent allowed by the provisions of
the Internal Revenue Code and other applicable legislation and regulations as they now
exist or may hereafter be amended:
(a) To receive the income, profits, rents and proceeds of the trust fund;
(b) To purchase, subscribe for, retain, invest and reinvest in securities
or other property wherever situated, and whether or not productive or of a wasting
nature, and without any requirement for diversification as to kind or amount, The
words "securities or other property" as used in this agreement shall be deemed to
include real or personal property, corporate shares, common or preferred, or any
other interest in any corporation, association, investment trust or investment
company, bonds, notes, debentures or other evidences of indebtedness or
ownership, secured or unsecured, even though the same may not be legal
investments for a trustee under the applicable laws; but securities and other
property shall not be deemed to include shares or indebtedness of the Donor
unless the same is donated to this trust;
(c) To sell for cash or on credit, convert, redeem, exchange for other
securities or other property, or otherwise dispose of any securities or other
property at any time held by them;
(d) To alter, repair, improve, erect buildings upon, demolish, manage,
partition, mortgage, lease, exchange, grant options to lease or to buy, and sell or
dispose of, at public or private sale, and upon such conditions and such terms as
to cash and credit as they may deem advisable, real property;
(e) To pay all administration expenses of this trust and any taxes
imposed upon it, and to settle, compromise or submit to arbitration, any claims,
mortgages, debts or damages, due or owing to or from this trust, to corrinzence or
defend suits or legal proceedings, and to represent this trust in all suits or legal
proceedings;
(f) To exercise any conversion privilege or subscription right available
in connection with any securities or other property; to consent to the
reorganization, consolidation, merger or readjustment of the finances of any
corporation, company or association or to the sale, mortgage, pledge or lease of
the property of any corporation, company or association any of the securities of
which may at any time be held by them and to do any act, including the exercise
of options, the malting of agreements or subscriptions, and the payment of
expenses, assessments or subscriptions which may be deemed necessary or
advisable, and to hold and retain any securities or other property which they may
so acquire;
(g) To vote personally, or by general or limited proxy, any shares of
stock, and similarly to exercise personally, or by general or by limited power of
attorney, any right appurtenant to any securities or other property;
(h) To borrow money in such amounts and upon such terms and
conditions as shall be deemed advisable or proper to carry out the purpose of this
trust and to pledge any securities or other property for the repayment of any such
loan;
(i) To hold part or all of the trust fiend uninvested;
0) To employ suitable accountants, agents, counsel and custodians
and to pay their reasonable expenses and compensation;
(k) To register any securities held by them in their own name, or, to
the extent permitted by law, in the name of a nominee with or without the addition
of words indicating that such securities are held in a fiduciary capacity and to hold
any securities unregistered or in bearer form;
(1) To make, execute and deliver all instruments necessary or proper
for the accomplishment of the purpose of this trust or of any of the foregoing
powers, including deeds, bills of sale, transfers, leases, mortgages, security
agreements, assignments, conveyances, contracts, purchase agreements, waivers,
releases and settlements;
(m) To exercise any and all powers granted to Trustees under
Minnesota Statutes §501 B.81, as it exists at the date of execution of this Restated
Trust Agreement; and
(n) Any other provisions of this agreement notwithstanding, the
Trustees shall not engage in any act of self - dealing as defined in Section 4941(d)
of the Intenlal Revenue Code of 1986, or corresponding provisions of any
subsequent federal tax laws; nor retain any excess business holdings as defined in
Section 4943(c) of the Intenlal Revenue Code of 1986, or corresponding
provisions of any subsequent federal tax laws; nor make any investments in such
manner as to incur tax liability under Section 4944 of the Intenlal Revenue Code
of 1986, or corresponding provisions of any subsequent federal tax laws; nor
make any taxable expenditures as defined in Section 4945(d) of the Internal
Revenue Code of 1986, or corresponding provisions of any subsequent federal tax
laws.
7. Trustees Designation and Succession The trust shall be managed and
administered by five (5) Trustees. Class I Trustees shall be nominated and appointed by
the Mayor of the City of Rosemount, with the approval of the City Council of Rosemount
Lit the first City Council meeting in January of each year. Class I Trustees shall consist of
three (3) Trustees who are residents of the City of Rosemount, selected for their
knowledge of the needs of the citizens of Rosemount and the City of Rosemount. No
more than one Class I Trustee may be either a member of the Rosemount City Council or
an employee of the City of Rosemount. Class I Trustees shall serve three (3) year terns
and may not serve for more than two (2) consecutive three (3) year terms. Upon the
initial appointment and designation of Class I Trustees, the Mayor shall designate and
stagger the terms of the initial Trustees such that in January of each year a Trustee must
be designated and appointed by the Mayor of the City of Rosemount, with the approval of
the City Council of Rosemount. Class II Trustees, consisting of two (2) Trustees, shall be
designated and appointed by the Donor. Class II Trustees shall serve at the pleasure of
the Donor.
Any Trustee may resign his office at any time without leave of Court by written
notice to all Trustees then in office. The resignation shall be effective as of the time set
forth in said notice of resignation. Vacancies existing in the office of Class I Trustees,
for whatever cause, shall be filled by appointment by the Mayor of the City of
Rosemount, subject to approval by the City Council of Rosemount. Vacancies existing in
the office of Class II Trustees, for whatever cause, shall be filled by the Donor. The
Trustees may act notwithstanding the existence of any vacancies so long as there shall
continue to be at least three (3) Trustees in office.
The appointment of Trustees and successor Trustees shall be made by an
instrument in writing. In the case of Class Trustees, the writing shall contain a certified
copy of the resolution of the City Council of Rosemount appointing the Trustee or
successor Trustee. In the case of Class II Trustees, the writing shall be signed by an
executive officer of the Donor and appoint the Trustee or successor Trustee. Trustees
shall assume office immediately upon their appointment, unless the notice of appointment
provides otherwise. Every successor Trustee shall have the same powers and duties as
those conferred upon the Trustees named in this Trust Agreement.
S. Bond and Compensation No Trustee shall be required to furnish any
bond or surety. Each Trustee shall serve without compensation for services, but all
expenses of this trust or of any Trustee shall be paid by the Trustees from the trust fund.
9. Accounting by Trustees The Trustees shall render accounts of their
transactions to the Donor and the City of Rosemount at least annually, and the Donor and
the City of Rosemount shall approve such accounts by an instrument in writing delivered
to the Trustees. In the absence of the filing in writing with the Trustees by the Donor or
the City of Rosemount of exceptions or objections to any such account within sixty (60)
days, the Donor and the City of Rosemount shall be deemed to have approved such
account; and in such case or upon the written approval of the Donor and the City of
Rosemount of any such account, the Trustees shall be released with respect to all matters
and things set forth in such account as though such account had been settled by the decree
of a court of competent jurisdiction. h1 the event either the Donor or the City of
Rosemount do not approve such account, both the Donor and the City of Rosemount shall
have such rights as are granted by law to the beneficiaries and Trustees of the trust to
require an accounting. No persons other than the Donor and the City of Rosemount may
require an accounting or bring any action against the Trustees with respect to this trust.
The Trustees may at any time initiate legal action or proceedings for the settlement of
their accounts and, except as otherwise required by law, the only necessary parties
defendant to such action or proceeding shall be the Donor and the City of Rosemount.
10. Liability of Trustees No Trustee shall be answerable for loss in
investments made in good faith. No Trustee shall be liable for the acts or omissions of
any other Trustee, or of any accountant, agent, counsel or custodian selected with
reasonable care. Each Trustee shall be fully protected in acting upon any instrument,
certificate or paper, believed by him to be genuine and to be signed or presented by the
proper person or person, and no Trustee shall be under any duty to make any
investigation or inquiry as to any statement contained in any such writing but may accept
the same as conclusive evidence of the truth and accuracy of the statements.
11. Amendment This Trust Agreement may be amended or modified from
tinge to time by the unanimous consent of the Trustees, together with the approval of the
City of Rosemount and the Donor, whenever necessary or advisable for the more
convenient or efficient administration of this trust or to enable the Trustees to carry out
the purpose of this trust more effectively, but no such amendment or modification shall
alter the intention of the Donor that this trust be operated exclusively for the purposes set
forth in Section 1 hereof, and in a manner which shall make this trust tax exempt and the
donations to it deductible from taxable income to the extent allowed by the provisions of
the Internal Revenue Code of 1986 and other applicable legislation and regulations as
they now exist or as they may be amended. Every amendment or modification of this
agreement shall be made in writing, and shall be signed by the City of Rosemount, by
two (2) officers of the Donor pursuant to authority of its Board of Directors, and by all
Trustees, and shall be delivered to each of the Trustees then in office.
12. Irrevocability and Termination This trust shall be irrevocable, but may be
terminated at any time by unanimous action of the Trustees, with the approval of the City
of Rosemount and the Donor. Upon any such termination, the Trustees shall promptly
distribute the entire trust fund to qualified recipients under the terms of this trust.
13. Situs This Agreement is executed and delivered in the State of
Minnesota, the situs of the trust shall be in the State of Minnesota, and all terns and
provisions of this trust shall be governed by the laws of the State of Minnesota.
SKB Environmental Rosemount
14. Acceptance of Trust The Trustees accept this trust, and hold, manage and
administer the trust fund in accordance with the tens of this agreement.
IN WITNESS WHEREOF, this agreement has been executed by SKB Environmental,
Inc. and by each of the named Trustees.
SIB Environmental, Inc.
B
Z
Richard O'Gara
Its: President
By:
John mke
Its: Vice President
Steve Casey, Tru ee
v `
Don Chapdelain , Trustee
V ��t- Qafx
J Domke, Trustee
Matthew Kearney, Trustee
STATE OF MINNESOTA
COUNTY OF DAKOTA
On this tsi day of 2004, before me, a Notary Public,
Within and for said County, personally appeared Richard O'Gara and John Donike, the
President and Vice President, respectively, of SKB Environmental, Inc., to me known to
be the persons named in and who executed the foregoing instrument and acknowledged
that they executed the same on behalf of the corporation.
GERALYN M. NEELEY ■
NOTARY PUBLIC - MINNESOTA
My Comm. Expires Jan. 31, 2005
STATE OF MINNESOTA
COUNTY OF DAKOTA
Notary ublic
On this a*ay of , 2004, before me, a Notary Public,
within and for said County, personally appeared John Tapper, a Trustee of the SKB
Environmental Rosemount Community Trust, to me known to be the person named in
and who executed the foregoing instrument and acknowledged that he executed the same
on behalf of the trust.
s �> F • e e
STATE OF MINNESOTA
COUNTY OF DAKOTA
On this 6 day of 2004, before me, a Notary Public,
within and for said County, personally appeared Matthew Kearney, a Trustee of the SKB
Environmental Rosemount Community Trust, to me known to be the person named in
and who executed the foregoing instrument and acknowledged that he executed the same
on behalf of the trust.
� 14 e!l1111 STEW B. TOO " M
Notary PuW4�esota
-`'� %, r`ti
a
STATE OF MINNESOTA
COUNTY OF DAKOTA
On this I_J*ay of &� , 2004, before me, a Notary Public,
within and for said County, personally appeared Steve Casey, a Trustee of the SKB
Enviromnental Rosemount Community Trust, to me laiown to be the person named in
and who executed the foregoing instrument and acknowledged that he executed the same
on behalf of the trust.
i ,N, do T%AWRS
Comm 1
F- J , & -, 3„, Z JM otary Public
STATE OF MINNESOTA
COUNTY OF DAKOTA
On this g� y of _ , 2004, before me, a Notary Public,
within and for said County, personally appeared Don Chapdelaine, a Trustee of the SKB
Environmental Rosemount Community Trust, to me known to be the person named in
and who executed the foregoing instrument and aclalowledged that he executed the same
on behalf of the trust.
1
Notary Public
STATE OF MINNESOTA
COUNTY OF DAKOTA
On thisay of , 2004, before me, a Notary Public,
within and for said County, personally appeared John Doinke, a Trustee of the SKB
Environmental Rosemount Community Trust, to me known to be the person named in
and who executed the foregoing instrument and acknowledged that he executed the same
Oil behalf
otary Public
1 t�