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HomeMy WebLinkAbout2.g. SKB Trust FundCITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR DISCUSSION COMMITTEE OF THE WHOLE: December 12, 2001 AGENDA ITEM: SKB Trust Fund AGENDA SECTION: Discussion. PREPARED BY: Thomas D. Burt, City Administrator AGENDA NOa ATTACHMENTS: Original USPCI Trust Agreement, APPROVED BY: SKB Agreement The City Council requested a review of the Trust Fund which originated with USPCI, Inc. in 1992. The city attorney stated at the Council meeting that the Trust was created at the time USPCI originally proposed the facility in Rosemount. The Trust is an independant 501 ©(3). The City's only responsibility to the Trust is to appoint community members to serve as trustees. Don Chapdelain will be attending and provide financial information of the Trust Fund and grant distributions. Tipping fees will be explained as well. For discussion only. 2. Name of Trust The name of this trust shall be the USPCI, INC. 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 for the USPCI, Inc. Minnesota Industrial Containment Facility dated November 10, 1992, issued by the City of Rosemount to Donor. 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 terms of this Trust Agreement. 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 other charitable organizations to be used within the City of Rosemount. 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, during the first five (5) years after the establishment of the trust, the Trustees may annually distribute the sum of Seventy -five Thousand Dollars ($75,000) or the income of the trust, whichever is greater. Thereafter, the trustees may annually distribute an amount not to exceed the income of the trust. In no event shall the Trustees be required to distribute sums in excess of the trust principal. Furthermore, 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) or one -third (1/3) of the trust fund, whichever is less, for the uses and purposes set forth in Paragraph 1 hereof. 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. 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 2 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 instrument 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 manner 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: M (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 commence 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 making 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 fund uninvested; (j) 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 pernitted 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 5501.66, as it exists at the date of execution of this 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 Internal 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 Internal 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 Internal 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. 5 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 at 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 for three (3) year terms 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 I 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. a. 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. Accountinq 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 2 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. In 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 time 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. 7 12. Irrevocability and Termination This trust shell 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. Si us. 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 terms and provisions of this trust shall be governed by the laws of the State of Minnesota. 14. Acceptance of Trust The Trustees accept this trust, and hold, manage and administer the trust fund in accordance with the terms of this agreement. IN WITNESS WHEREOF, this agreement has been executed in Houston, Texas by the Donor and in Rosemount, Minnesota by each of the named trustees. Attest: B : A It • V'ce President - Finance Administration and Treasurer USPCI, INC. By: i \ , Its:: Senior Vibe President Busine*'!� Development USPCI, INC. ROSEMOUNT COMMUNITY TRUST FUND Re Kraft, ustee� ar , . Ssho sl � e 1 r, Trustee S teve Toomb ,, �ustee Cathy Bpsho, Ttustee atk Warweg, Trustee 8 STATE OF TEXAS COUNTY OF HARRIS On this /7 day of November, 1992, before me, a Notary Public, within and for said County, personally appeared Ken Jackson and James H. Campbell, the Senior Vice President and Vice President - Finance & Administration and Treasurer, respectively, of USPCI, Inc., to me known to be the persons named in and who executed the foregoing instrument and acknowledged that they executed the same pn behalf, of the corporation. -. •� 1 Notary Public jII� i �'V r' •,�� Commission Expires: STATt MINNESOTA 1 COUNTY OF DAKOTA On this - r'``��� day of November, 1992, before me, a Notary Public, within and for said County, personally appeared REX KRAFT, Trustee for USPCI, INC. ROSEMOUNT COMMUNITY TRUST FUND, 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 fund. A IINDA M. HIIVA A te! NOTARY PUBIC— MINNIT- - .^ , DAKOTA COUNTY My Comm. !mires Apr. 1:'.::! ; s Notary Public Commission Expires: STATE OF MINNESOTA COUNTY OF DAKOTA On this )? " day of November, 1992, before me, a Notary Public, within and for said County, personally appeared MARY SCHOESSLER, Trustee for USPCI, INC. ROSEMOUNT COMMUNITY TRUST FUND, 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 fund. $ LINDA M. HIIVAIA NOTARY PU1R1C— MINNISOT.1 } Notary Public DAKOTA COUNT'. ; Commission Expires: tioen. [xp9rc: A.: , u • • ••V �' / STATE OF MINNESOTA COUNTY OF DAKOTA On this day of November, 1992, before me, a Notary Public, within and for said County, personally appeared STEVE TOOMBS, Trustee for USPCI, INC. ROSEMOUNT COMMUNITY TRUST FUND, 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 fund. f iDBI 'L l '�M mon '�7 AW • > AtH= X10711'0 ® Notary PI) llc G T1O53f N1W — .)Iwu ANVI Commission Expires: VIdAIIH 'W VONiI STATE OF MINNESOTA COUNTY OF DAKOTA On this /�, day of November, 1992, before me, a Notary Public, within and for said County, personally appeared CATHY BUSHO, Trustee for USPCI, INC. ROSEMOUNT COMMUNITY TRUST FUND, 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 fund. LINDA M. HIIVALA NOTARY PMIC— MINWSOTA DAKOTA COUNTY MY Cavm EVhri Apr. 17, 1990 Ve STATE OF MINNESOTA COUNTY OF DAKOTA n . C 1 ' Notary Public Commission Expires: On this '�?3'4 day of November, 1992, before Public, within and for said County, personally WARWEG, Trustee for USPCI, INC. ROSEMOUNT COMMUNITY me known to be the person named in and who executed instrument and acknowledged that he executed the saa the trust fund. LINDA M. HIIVALA 3 j NOTAAY PM1C— MINNf50 'a DAKOTA COUNTY ' Mr Comm Eipi -n Apr. 12. 1 . me, a Notary appeared JACK TRUST FUND, to the foregoing e on behalf of /'�' -')� 'j /0 -7L f(� Not ry Pub 1c Commission Expires: 10 SECOND AMENDMENT SECOND AMENDMENT TO LAIDLAW ENVIRONMENTAL SERVICES ( ROSEMOUNT) , INC., ROSEMOUNT COMMUNITY TRUST (FORMERLY KNOWN AS THE USPCI, INC. ROSEMOUNT COMMUNITY TRUST) UNDER TRUST AGREEMENT DATED NOVEMBER 19, 1992, AS AMENDED. Pursuant to Paragraph 11 of the Laidlaw Environmental Services (Rosemount) Inc., Rosemount Community Trust, under Trust Agreement dated November 19, 1992, as amended, said Trust Agreement is hereby amended as follows: 1. Paragraph 2 of the Trust Agreement is hereby amended to read as follows: Name of Trust. The name of this trust shall be the Safety - Kleen (Rosemount), Inc., Rosemount Community Trust, and so far as practical, the Trustees shall conduct the activities of the trust in that name. 2. Any and all references to USPCI, Inc., Laidlaw Environmental Services (Rosemount), Inc., or Donor in said Trust Agreement shall be deemed to refer to Safety- Kleen (Rosemount), Inc. I. Dated / - /G/ f f .1 AN. � - � Stev Toombs, Tru Cathy B t ho, rustee ck arweg, Trus ee Don Chapdel�(ine, Trustee hil "(�,5ver, Trustee Dated: oQJ Dated: City of osemount BY: Cathy Bus Ma r BY: Sus n M. Wa h, City Clerk Safety -Kleen (Rosemount) , Inc. BY ITS: �1 �� ?� serarrl��. cis -rte BY: ITS: (Page 2 of Second Amendment) clieru . 18_0.0001?,1 -", 98 THIRD AMENDMENT THIRD AMENDMENT TO SAFETY -KLEEN ( ROSEMOUNT), INC., ROSEMOUNT COMMUNITY TRUST [FORMERLY KNOWN AS THE LAIDLAW ENVIRONMENTAL SERVICES (ROSEMOUNT), INC., ROSEMOUNT COMMUNITY TRUST; ALSO FORMERLY KNOWN AS THE USPCI, INC. ROSEMOUNT COMMUNITY TRUST] UNDER TRUST AGREEMENT DATED NOVEMBER 19, 1992, AS AMENDED. Pursuant to Paragraph 11 of the Safety - Kleen (Rosemount) , Inc., Rosemount Community Trust, under Trust Agreement dated November 19, 1992, as amended, said Trust Agreement is hereby amended as follows: 1. Paragraph 2 of the Trust Agreement is hereby amended to read as follows: Name of Trust. The name of this trust shall be the SKB Environmental Rosemount Community Trust, and so far as practical, the Trustees shall conduct the activities of the trust in that name. 2. Any and all references to USPCI, Inc., Laidlaw Environmental Services (Rosemount), Inc., Safety -Kleen (Rosemount) , Inc., or Donor in said Trust Agreement shall be deemed to refer to SKB Environmental, Inc. Dated: 'Steve: Toombs, Trustee Cathy Bus o, Trustee Jack �rweg, Trustee G % Don Chapdel ne, Trustee ��x L"' 1 � Jdhn Domke, Trustee G1 Dated: Dated: 1 - ZZ - cc) City of Rosemount BY: Cathy B o, Mayor .. y BY: inda Jenti4k, City Clerk SKB Environmental, Inc. ITS: BY: �J z / c ITS: (Page 2 of Third Amendment) cl ients\ I920.000\3rd- amd.00 AGREEMENT THIS AGREEMENT is made this day of _ , 2000, by and between the City of Rosemount, Minnesota, a Minnesota municipal corporation ( "City ") and SKB Environmental, Inc., a Minnesota corporation ( "SKB "). WHEREAS, the City has previously approved construction and maintenance of an industrial containment facility (the "Facility ") in the City under an Interim Use Permit Agreement dated March 19, 1992 as amended April 19, 1994 and as revised on January 21, 1997 (collectively the " lUP Agreement "); and WHEREAS, pursuant to the IUP Agreement, the applicant, owner and operator of the Facility executed and entered into a Development Commitment dated October 17, 1989 (the "Development Commitment ") and a Trust Agreement originally entitled USPCI, Inc. Rosemount Community Trust, Trust Agreement dated November 1992, as amended by the undated First Amendment to the USPCI, Inc. Rosemount Community Trust and the Second Amendment to Laidlaw Environmental Services (Rosemount) Inc. Community Trust dated January 14, 1999 (collectively the "Trust Agreement "); and WHEREAS, the owner and operator of the Facility, Safety -Kleen (Rosemount) Inc. ( "Safety- Kleen ") has sold the Facility to SKB; and WHEREAS, in connection with such sale SKB has requested approval by the City of the assignment to SKB of all rights and responsibilities of Safety -Kleen under the IUP Agreement, the Development Commitment, and the Trust Agreement; and WHEREAS, the City Council has determined that it is in the interest of the public to allow such assignment on the terms and conditions hereinafter set forth; NOW, THEREFORE, ON THE BASIS OF THE PREMISES AND THE MUTUAL COVENANTS AND PROMISES HEREINAFTER SET FORTH, the parties hereto agree that in consideration of the City's consent and approval of the transfer of the Interim Use Permit, the IUP Agreement, the Development Commitment and the Trust Agreement, SKB shall: 1. Assume all obligations of Safety -Kleen under the ]UP Agreement, the Development Commitment and the Trust Agreement; and 2. Take such steps as are necessary to amend the Trust Agreement to assume all obligations of Safety -Kleen thereunder. IN WITNESS WHEREOF, the undersigned have hereto set their hands the year and date first above written. CLL- 183878v 1 RS220 -36 LW U►TI[G]:Z11100 i,it DATE: December 12, 2001 TO: Thomas D. Burt, City Administrator FROM: Jeff May, Finance Director SUBJECT: SKB User Fees At your request, I have compiled a listing of the SKB user fees that have been collected since 1997. You also requested a listing of the expenditures made but that is more difficult to ascertain. The user fees collected since the original company was formed have gone into the City's CIP funds, specifically the Street CIP and the Equipment CIP. The Equipment CIP has not received any funds since 1997. The Street CIP has always received the majority of the funds and since 1998 the Street CIP has received 100% of the user fees. The funds in the Street CIP have been used for overlay projects and other street projects in the City. The funds in the Equipment CIP were used for specific items that were approved yearly during the CIP budgeting process. The following is a breakdown of the user fees received: 1997 - $66,986.05 (Street CIP) $10,000.00 (Equipment CIP) 1998 — $75,719.29 (Street CIP) 1999 - $93,590.56 (Street CIP) 2000 - $160,008.06 (Street CIP) $ 24,706.83 (Street CIP — MSW Ash Fees) 2001 - $120,582.01 (Street CIP —Through 10/01) $ 22,550.92 (Street CIP — MSW Ash Fees — Through 10/01) WARWEG & THOMMES TAX & ACCOUNTING SERVICES, INC. 14450 SO. ROBERT TRAIL # 103 ROSEMOUNT, MN 55068 To the Board of Directors SKB, Inc. - Rosemount Community Trust Rosemount, Mn 55068 We have prepared the accompanying schedule of revenue and expense and supporting schedules- income tax basis, of Rosemount Community Trust, for the period January 1, 1993 to November 30, 2001. The schedule of revenue and expense and supporting schedules have been prepared on the income tax basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles. A preparation is limited to presenting financial information that is the representation of management. We have not audited or reviewed the accompanying schedules of revenue and expense and supporting schedules and accordingly, do not express an opinion or any other form of assurance on them. Management has elected to omit substantially all of the disclosures ordinarily included in the schedule of revenue and expense and supporting schedules prepared on the income tax basis of accounting. If the omitted disclosures were included in the schedules they might influence the user's conclusions about the trust's support, revenues and expenses. Accordingly these schedules are not designed for those who are not informed about such matters. WARWEG & THOMMES TAX & ACCOUNTING SERVICES, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF REVENUE AND EXPENSE - INCOME TAX BASIS FOR THE PERIOD JANUARY 1, 1993 TO NOVEMBER 30, 2001 REVENUE TRUST CONTRIBUTIONS INVESTMENT INCOME TOTALREVENUE EXPENSES GRANT DISTRIBUTIONS ACCOUNTING /LEGAL MILEAGE REIMBURSEMENT OFFICE SUPPLIES ORAGANIZATION EXPENSE MISCELLANEOUS INCOME TAX TOTALEXPENSES $1,366,837.00 $146,858.00 $1,513,695.00 $588,667.00 $12,101.00 $1,795.00 $1,067.00 $1,296.00 $630.00 $2,926.00 $608,482.00 INCREASE IN NET FUNDS $905,213.00 SEE ACCOUNTANTS REPORT PAGE 1 YEAR REVENUE TRUST CONTRIBUTIONS INVESTMENT INCOME TOTAL REVENUE EXPENSES GRANT DISTRIBUTIONS ACCOUNTING /LEGAL MILEAGE REIMBURSEMENT OFFICE SUPPLIES ORAGANIZATION EXPENSE MISCELLANEOUS INCOME TAX TOTALEXPENSES INCREASE IN NET FUNDS BEGINNING OF YEAR FUNDS END OF YEAR FUNDS ROSEMOUNT COMMUNITY TRUST SCHEDULE OF REVENUE AND EXPENSE - INCOME TAX BASIS FOR THE PERIOD JANUARY 1, 1993 TO NOVEMBER 30, 2001 JAN -NOV 1993 1994 1995 1996 1997 1998 1999 2000 2001 $69,540.00 $72,189.00 $142,483.00 $107,912.00 $159,471.00 $81,673.00 $120,387.00 $85,845.00 $148,929.00 $66,248.00 $110,137.00 $66,012.00 $139,021.00 $68,150.00 $268,676.00 $66,350.00 $208,193.00 0 $41,229.00 $113,418.00 $0.00 $389.00 $975.00 $1,323.00 $2,792.00 $7,217.00 $1,055.00 $8,205.00 $1,158.00 $16,036.00 $1,535.00 $21,216.00 $1,236.00 $30,355.00 $1,238.00 $33,489.00 $2,112.00 $28,628.00 $41,229.00 $113,418.00 $221,330.00 $266,257.00 $343,081.00 $405,544.00 $506,438.00 $0.00 $69,929.00 $0.00 $143,806.00 $0.00 $166,688.00 $205.00 $128,592.00 $582.00 $164,965.00 $111.00 $131,353.00 $418.00 $169,376.00 $232.00 $302,165.00 $247.00 $236,821.00 $28,700.00 $72,189.00 $69,978.00 $107,912.00 $55,711.00 $81,673.00 $76,824.00 $85,845.00 $62,463.00 $66,248.00 $100,894.00 $66,012.00 $68,150.00 $66,350.00 0 $41,229.00 $113,418.00 $0.00 $266,257.00 $975.00 $343,081.00 $2,792.00 $405,544.00 $1,055.00 $1,158.00 $1,535.00 $1,236.00 $1,238.00 $2,112.00 $41,229.00 $113,418.00 $221,330.00 $266,257.00 $343,081.00 $405,544.00 $506,438.00 $0.00 $0.00 $0.00 $205.00 $582.00 $111.00 $418.00 $232.00 $247.00 $0.00 $70.00 $0.00 $202.00 $40.00 $241.00 $248.00 $266.00 $0.00 $0.00 $518.00 $259.00 $259.00 $260.00 $0.00 $0.00 $0.00 $0.00 $0.00 $68.00 $0.00 $200.00 $140.00 $84.00 $44.00 $69.00 $25.00 $0.00 $8.00 $14.00 $71.00 $116.00 $671.00 $524.00 s8o7.bbl $715.00 $28,700.00 $71,617.00 $58.776.001 $83,665.001 $88,141.00 $68,890.00 $68,482.00 $70,762.001 $69,449.00 $41,229.00 $72,189.00 $107,912.00 $44,927.00 $76,824.00 $62,463.00 $100,894.00 $231,403.00 $167,372.00 0 $41,229.00 $113,418.00 $221,330.00 $266,257.00 $343,081.00 $405,544.00 $506,438.00 $737,841.00 $41,229.00 $113,418.00 $221,330.00 $266,257.00 $343,081.00 $405,544.00 $506,438.00 $737,841.00 $905,213.00 SEE ACCOUNTANTS REPORT TOTAL $1,366,837.00 $146,858.00 $1,513,695.00 $588,667.00 $12,101.00 $1,795.00 $1,067.00 $1,296.00 $630.00 $2,926.00 $608,482.00 $905,213.00 PAGE 2 r USPCI, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF DISBURSEMENTS- JANUARY 1, 1993 THRU DECEMBER 31, 1993 REQUEST OR PROJECT Leprechaun Days- Rosemount's City Celebration Erickson Community Square Project Carroll's Wood Committee - Trail Excavation Halloween Party Rosemount Chamber of Commerce - Banners Dakota County Technical College- Sponsor a Student Project Rosemount Area Hockey Association Hockey Boosters Haunted Woods High School Girls Soccer Club Rosemount Middle School- Dedication Ceremony Rosemount Chamber of Commerce - Christmas Decorating Contest Rosemount Meals on Wheels Nancy Wolf - Recliner Rosemount Senior Dining Total Disbursements SEE ACCOUNTANTS' REPORT Page 3 DISBURSED $2,500 $5,000 $2,500 $500 $2,500 $3,600 $5,000 $1,500 $500 $500 $100 $500 $500 $500 $3,000 $28,700 USPCI, Inc. Rosemount Community Trust Fund Boy Scouts of America World Ringette Championships Ri.ngette Boosters Northern Dakota County Chamber of Commerce Carrolls Woods Committee Cub Scout Pack 270 Rosemount .Area Athletic Association City of Rosemount Rosemount Community Center Rosemount Erickson Park Community Square Rosemount Middle School Rosemount.Leprechaun Days Dakota Area Resources and Transportation for Seniors Rosemount Football Boosters Rosemount High School Rosemount Activities. Program Rosemount Halloween Committee Rosemount Area Hockey Association Mears., on Wheels Irish Girls Soccer Club Positive People Performance Group Dakota .Oount_y _Youth and Family Total SEE ACCOUNTANTS' REPORT $ 1 000 5 000 1 750 4 360 7 500 1 250 1 400 6 977 5 000 7 500 500 4 075 10 000 500 746 1 100 1 000 5 000 2 000 1 495 825 1 00 $6978 Page 4 - -4 USPCI, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 1995 THRU DECEMBER 31, 1995 REQUEST OR PROJECT DISBURSED Indian Head Council - Boy Scouts of America $1,500 Rosemount Park & Recreation $2,000 Rosemount Chamber of Commerce $750 District 196 -1rish Cheer $500 Leprechaun Days $5,000 Miss Rosemount Scholarship $3,000 Troop 259 Boy Scouts $2,000 Carrolls Woods Committee $5,000 Rosemount Senior High $500 Minnesota Youth Association $5$6 Boy Scout Troop 235 $1,000 Rosemount Middle School $500 Rosemount Activities Program .$600 Rosemount Lions Club $1,000 DARTS $10,000 City of Rosemount $2,000 Rosemount Police Department $6,000 City of Rosemount $1,350 Indian Head Council - Boy Scouts of America $1,500 Rosemount Area Athletic Association $1,325 Rosemount High School Boosters $1,000 Rosemount High School $2,000 City Park & Recreation $3,600 NDCC - Share the Spirit $3,000 Total Disbursements $55,711 SEE ACCOUNTANTS' REPORT Page 5 a.-I USPCI, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 1996 THRU DECEMBER 31, 1996 REQUEST OR PROJECT DISBURSED Rosemount Area Hockey $5,000 BSA - Indianhead Council $2,000 South Suburban Medical Center $300 Boy Scout Troop 235 $1,500 Senior Class Rosemount 1996 $500 USA Ringette $200 Rosemount Lions $1,000 Northern Dakota County Chamber of Commerce $1,000 Alternative Learning Center $5,400 R M S $600 Southwest YMCA $1,000 City of Rosemount $1,800 Rosemount H S Girls Hockey $1,455 DARTS $10,000 Leprechaun Days $5,000 City of Rosemount $10,000 Meals on Wheels $1,000 Shepard of The Valley $900 City of Rosemount Police Dept $750 City of Rosemount Park and Rec $11,600 Irish Football Booster Club $500 Dakota County Health Dept $1,000 Rosemount High School $6,668 Rosemount Halloween Committee $250 City of Rosemount $12,000 Rosemount High School $250 Total Disbursements $81,673 SEE ACCOUNTANTS' REPORT Page 6 USPCI, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 1997 THRU DECEMBER 31, 1997 REQUESTS OR PROJECTS DISBURSED Rosemount Area Hockey $7,500 BSA - Indianhead Council $2,000 South Suburban Medical Center $300 Boy Scout Troop 235 $500 Senior Class Rosemount 1997 $500 Rosemount Jaycees $3,000 Rosemount Oktorber Fest $1,000 Northern Dakota County Chamber of Commerce $500 Kid's & Kinship $2,500 Rosemount Middle School $10,925 Southwest YMCA $3,000 City of Rosemount $16,600 St. John's Community Church $500 DARTS $3,000 Leprechaun Days $5,000 Boy Scout Troop # 230 $500 Meals on Wheels $500 Shepard of The Valley $500 City of Rosemount Police Dept $1,000 City of Rosemount Park and Rec $5,000 Rosemount Family Resource Center $1,100 Red Pine Elementary School $500 Rosemount Partnership Program $5,000 Rosemount Seniors $225 Rosemount Area Historical Society $1,000 Rosemount High School $9,695 NDC Chamber - Rosemount $1,500 Boy Scout Troop # 270 $500 Rosemount Hockey Boosters $2,000 Total Disbursements $85,845 SEE ACCOUNTANTS' REPORT Page 7 LAIDLAW ENVIRONMENTAL SERVICES, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 1998 THRU DECEMBER 31, 1998 REQUESTS OR PROJECTS DISBURSED Rosemount Middle School $500 Rosemount Area Hockey $5,000 Rosemount Park and Rec $400 NDC Shamrock Award $1,000 Rosemount Middle School $500 Rosemount Elementary $2,000 Boy Scouts $2,000 Rosemount Baseball $500 City of Rosemount $250 Shepard Valley Luth Church $600 DARTS $6,000 So Suburban Medical Center $5.00 Rosemount Meals on Wheels $2,000 Rosemount Middle School $1,000 Leprechaun Days Committee $5,000 Rosemount Football Booster Club $500 Kids n Kinship $2,500 Rosemount Police Department $1,000 Rosemount Family Resource Center $10,000 Shepard of the Valley Luth Church $500 Rosemount Middle School $1,000 RAAA Dakota Soccer Club $2,245 DCTC Foundation $3,000 Share the Spirit $2,000 Rosemount Halloween Committee $300 Southwest Area YMCA $2,500 Mary's Shelter $2,000 Rosemount Elementary $5,000 Rosemount Parks and Recreation $400 Rosemount Parks and Recreation $1,943 Red Pine Elementary $360 Rosemount Parks and Recreation $3,000 Rosemount Sr High Soccer Boosters $750 Total Disbursements $66,248 SEE . ACCOUNTANTS' REPORT Page 8 SAFETY KLEEN, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 1999 THRU DECEMBER 31, 1999 REQUESTS OR PROJECTS DISBURSED Trinity Hospital $500 1999 Rosemount Senior Class Party $500 NDC Shamrock Award $1,000 1999 School of Environmental Studies Senior Class Party $150 Walk The Journey School Supply Drive $500 Walk The Journry School Lunch Program $1,500 DARTS $6,000 Rosemount Middle School $1,500 Boy Scouts Of America $2,000 Kids 'N Kinship $5,000 Tree Trust $3,500 Leprechaun Days Committee $7,500 Northern Dakota County Chamber of Commerce $11,250 Rosemount High School $11,622 Southwest Area YMCA $2,500 Rosemount Meals on Wheels $2,000 Rosemount Halloween Committee $300 Share the Spirit $4,000 Rosemount Veteran's Memorial Committee $1,000 Rosemount Elementary School $3,690 Total Disbursements $66,012 SEE ACCOUNTANTS' REPORT Page 9 SKB ENVIRONMENTAL, INC. ROSEMOUNT COMMUNITY TRUST SCHEDULE OF GRANT DISTRIBUTIONS- JANUARY 1, 2000 THRU DECEMBER 31, 2000 REQUESTS OR PROJECTS DISBURSED Trinity Hospital $500 2000 Rosemount Senior Class Party $500 NDC Shamrock Award $1,000 Dakota County Technical College Foundation $3,000 Mary's Shelter $2,000 Northern Dakota County Chamber of Commerce $11,250 Boy Scouts of America $2,000 Rosemount Middle School $300 St. Croix Valley Girl Scout Council $300 Kids 'N Kinship $5,000 Rosemount Leprechaun Days Committee $7,500 Rosemount High School $1,000 Rosemount Middle School $1,250 DARTS $10,000 Southwest Area YMCA $10,000 Rosemount Area Hockey Association $5,000 Rosemount High School Boys Soccer $1,000 Inver Hills Community College $3,000 Rosemount -Halloween Committee $500 Southwest Area YMCA $2,500 Rosemount High School $550 Total Disbursements $68,150 SEE ACCOUNTANTS' REPORT Page 10 ' 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 (612) 337 -9300 telephone (612) 337 -9310 fax c Fi A R T E R E D http: / /www.kennedy- graven.com CHARLES L. LEFEVERE Attorney at Law Direct Dial (612) 337 -9215 email: clefevere @kennedy - graven.com December 10, 2001 Mr. Tom Burt City Administrator City of Rosemount 2875 145 St. W. Rosemount, MN 55068 RE: SKB Trust Agreement Dear Tom: The Council has asked for an explanation of its responsibilities and liabilities for the SKB Rosemount Community Trust. SKB Environmental operates its facilities under an interim use permit (IUP) from the City of Rosemount. Paragraph 21 of the IUP incorporates the provisions of a Development Commitment approved by the City Council on October 3, 1989. That Development Commitment requires the operator to pay service charges, based on tonnage of waste disposed, to the City. It also requires the operator to establish, "in cooperation with the City ", a community trust fund. The trust is funded by payments from SKB, which are also based on tonnage of waste disposed at the facility. These funds are used in accordance with the decisions of the trustees. Under the trust agreement, the trust is to 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 fufther community, industrial, govenuiiciltal 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; C LL- 207066v 1 RS215 -1 Mr. Tom Burt December 10, 2001 Page 2 of 2 d) to further public educational opportunities, whether by establishing programs or facilities devoted to educational purposes, or the furnishing 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." The trust is administered by five trustees. Three of the trustees must be Rosemount residents and are appointed by the mayor with the approval of the City Council. No more than one of the three trustees appointed by the mayor may be councilmembers or employees of the City. The trust is required to render an account of its transactions to the City at least annually, and the City is to approve the accounts by an instrument, in writing, delivered to the trustees. The City's only specific responsibility under the trust arrangement is the appointment of three of the trustees. The City has a right to have the transactions of the trust reported to it and should approve the report of those transactions. However, the City has no other responsibilities and has no responsibility or liability for the acts of the trust or the trustees. The trustees appointed by the City do not act for the City as representatives of the city council, but rather have a duty to act independently in the best interest of the trust and the trust beneficiaries. It is possible that a conflict could arise in which the duties of a councilmember serving as a trustee could conflict with his or her duties as a trustee. For example, if the city council were to decide to bring a lawsuit against the trust, or vice versa, a councilmember /trustee could find it impossible to act simultaneously in the best interests of the City as a concilmember and in the best interests of the trust as a trustee. However, it does not seem that such a conflict is likely to arise. Moreover, such a conflict could arise for any councilmember who had obligations to another organization, for example, as a board member of any unrelated local non - profit corporation. But an such conflict would arise because of a situation in which it was not possible simultaneously to satisfy obligations to two organizations; it would not occur as a result of the fact that the trustee or non - profit board member was appointed by the city council. Please let me know if you have any further questions. Very truly yours, Charles L. LeFevere CLL:lh CLL- 207066vl RS215 -1