HomeMy WebLinkAbout7.c. Trustee Appointments - USPCI Trust FundCITY OF ROSEKOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: APRIL 7, 1992
AGENDA ITEM: TRUSTEE APPOINTMENTS -
AGENDA SECTION:
USPCI TRUST FUND
NEW BUSINESS
PREPARED BY: STEPHAN JILK, CITY ADMINISTRATOR
AGENDA WO
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ATTACffiMTS: MEMO, TRUST AGREEMENT
APO BY
As negotiations took place regarding the potential "Host Community" concept
with USPCI one idea that was developed was the establishment of a
"Community Trust Fund "where a portion of the revenue from the tipping fees
at the USPCI Facility would be placed in a Trust Fund that would be
utilized for "city needs" in the areas of:
1) recreational uses
2) industrial and community planning and development
3) improving conditions within the community
4) educational scholarships
5) provide for the charitable needs of the community
The Board of Trustees, which would decide how these proceeds would be
spent, would be a five member board, with three members appointed by the
City and two by the Company. Since this project is proceeding and actual
construction is commencing, the Board of Trustees should be established.
RECOMMENDED ACTION:
Motion to ask Mayor McMenomy to provide recommendations to the City
Council for persons to be appointed to the "USPCI - Rosemount Community
Trust" by no later than September 1, 1992.
COUNCIL ACTION:
Giiy of (O?osemouni
PHONE (612) 4234411 2875 - 145th Street West, Rosemount, Minnesota MAYOR
Edward S. McMenwny
FAX (612) 4235203 Mailing Address:
EMBERS
P.O. Box 510, Rosemount, Minnesota 55068-0510 COUNCILMassen
Sheila Kiassen
USPCI James (Red) Steals
Harry Willcox
Dennis Wippermann
COMMUNITY TRUST FUND ADMINISTRATOR
Stephan JNk
APPOINTMENTS TO THE BOARD OF TRUSTEES
March 19. 1992
PURPOSE: To select the three city appointees to the Board of
Trustees to administer the "Community Trust Fund" established
through the permitting of the USPCI Waste Containment Facility.
The Board will consist of five members, two appointed by the
Company and three by the City. This Board will meet at lease
three times a year to review the operation of the Trust, revenue
received from the operation of the facility and determine the use
of the money available from the Trust Fund as determined by the
agreement between USPCI and the City.
The estimated amount of funds available to expend from the Trust
are:
$75,000 per year the first five years of operation and
increasing from there on at a rate of about $20,000 per
year.
SELECTION: The Trust Agreement between the City and USPCI
requires that:
"Trustees shall be nominated and appointed by the Mayor or
the City of Rosemount, with the approval of the City
Council".
"Trustees shall serve for three (3) year terms and may not
serve for more than two (2) consecutive three (3) year
terms."
RECOMMENDATION: The Mayor provide recommendation for the
appointment of three Rosemount residents to the Board of
Trustees. This recommendation would include a personal resume of
the appointees for Council consideration.
Also, that these appointees be considered and approved at a
meeting of the City Council no later than September 1, 1992.
C6verylkings coming (Up RosemounlY
USPCI INC. ROSEMOUNT COMMUNITY TRUST
This Trust Agreement made this day of ---------
1989, by and between US£CD�iawarINC.Q (hereinafternreferredanizetouaser
the laws of the State o
"Donor") , and ,.�. and
---..... --- '79 re`rnaEte� oTSectv`ry referred
ta asTrustees.
1. Purpose of Trust. This trust is created and shall be
operated exc usively Mor 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 orkinegwelfareiofsthetcitizensthe Cofy
of Rosemount for 5neral
Rosemount.
(d) To further public educational oortunitiest by
establishing programs or facilies
educational purposes, or the furnishing of educational
scholarships; and
(e) To provide for the charitable owithincitizens
meanng
Rosemount and the City of Rosemount,
of Section amendments supplementary thereto.
Revenue Code of
1986, and thereto
This trust is formed for and shall be operated exclusively for
such purposes and in such a manner
shall
frornktaxablethis tincomeato
exempt and the donations to it deductible
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
to tin
consist of carrying on propaganda, or otherwise attempg,
influence legislation, or of participating in, or intervening in
(including the Publication or distribution of c�ndidate fortpublic)office.
political campaign on behalf of any
Notwithstandinq 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
USPCI, Inc. osemoun urlmunity 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 Permit dated _ issued by the
City of Rosemount to Donor. Al donations ss o 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 Trust Fund. The Trustees shall apply the trust
fund, at such t mes, n such manner, and in such amounts as they
may determine, to the uses and purposes set forth in paragraph 1,
or they may make corxtributions to other charitable organizations
to be used within t.be 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 occurence 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 (51400400) 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 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
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actions of the Trustees shall be taken by reso.Lution-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
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 funds t e Trustees shall have all powers and
authority necessary or available to crrout tthe he purposesforegoinofsthis
trust and, without limiting the generality
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 pslationnandfreguiationsthe aasRtheyunow
Code and other applicable legs
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 andever reinvest
in securities or other property
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
a idences of
unsecured, even
indebtedness or ownership,
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t�) 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 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.
7. Trustees Desi nation 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 ci three (3) Trustees who are residents of
the City of Rosemount, swlected 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
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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.
8. 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 oT-thei 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. 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 initiate
legal action or proceedings for the settlement of their accounts
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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.
1.0. Liability of Trustees. No
for loss in investments rnade i'n good faith shall be answerable
9 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 pesons, 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 emended 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. Irre,vocability 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 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 ander min ster the trust fund in accordance with
the terms of this agreement.
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IN WITNESS WHEREOF, this agreement has been executed in
Rosemount, Minnesota, by the Donor and each of the named
Trustees.
Attest: USPCI, INC.
B l : r_ B y :
Its: Secretary Itst President
USPCI, INC. ROSEMOUNT COMMUNITY
TRUST FUND
Trustee
�rrw
Trustee
.r......_.Trutee_ Cite 9
Trustee
Trustee
STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
on this . day of �_ , 1989, before me, a
Notary -Public, witt�iin and for said County, personally appeared
and_....,...._..��__�
tie -President and Secretary, respect vely, o USPCI, ING., 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.
NotaryPublic
am
STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
On this day of - , 1989, before me, a
Notary Public, wit in and for said County, personally appeared
_ , , Trustee for the USPCI, INC. ROSEMOUNT
COMMUNITY TRUST FUN D,'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.
Notary PUBblic
STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
On this — day of ,- 1989, before me, a
Notary Public, wi"Tt in and 'for Ta -id County, personally appeared
._....,�.,..,__�__�,,,�, Trustee for the USPCI, INC. ROSEMOUNT
COMMUNITY TRUST FUND, to me known to be the person named in and
who executed the foregoing instrument and acknowledged thatheexecuted the same on behalf of the trust fund.
Ro ary Pub is
STATE OF MINNESOTA)
COUNTY OF DAKOTA )
On this�� day of�, 1989, before me, a
Notary Public, wi'Win and for s-alif County, personally appeared
Trustee For the USPCI, INC. ROSEMOUNT
WMMUNITY TRUST FUR5,�t-ome 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.
Mary Public
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STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
On this day of �_...,,�...._....._..�.....�, 1989, before me, a
Notary Public, w"a,thin and for said County, personally appeared
._ Trustee for the 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.
NotaryPub
STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
On this day of , 1989, before me, a
Notary Public, wi-tlin and four said county,� personally appeared
, Trustee for the 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. '
100689
No ar� y Pub is
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DEVELOPMENT COMMITMENT
USPCI, INC. (herein referred to as "USPCIO) a Delaware
corporation with its principal office at Houston, Texas and its
local office at Rosemount, Minnesota, makes the following
representations and commitments to the CITY OF ROSEMOUNT, a
Minnesota municipal corporation located in Dakota County,
Minnesota (herein referred to as "City").
WITNESSETH:
1. Project - Facility. USPCI proposes to locate in the
City a non -hazardous industrial waste containment facility ("the
Facility or "the Project") as generally described in both the
Environmental Assessment Report dated November 28, 1988, prepared
by Environmental Engineering and Management, Ltd., a copy of
which Environmental Assessment Report (herein referred to as
"EAR") has been provided to.the City as well as the Preliminary
Permit Application dated April, 1989 which was also prepared by
Environmental Engineering and Management, Ltd. The Facility will
be located on approximately 240 acres of land ("the Property") as
is more specifically described on the attached Exhibit "A", which
is incorporated herein by reference. The proposed Facility is a
"state of the art" project and will allow containing of non-
hazardous industrial waste in a manner vastly superior to the way
these wastes are presently being disposed of in Dakota County.
2. Environmental Impact Statement. USPCI has affirmatively
requested an Environmental Impact Statement ("EIS"`) of the
Project which study is presently underway.
r10/5/89
3. Approvals. It is understood that various governmental
approvals are required for the Project including approvals at the
federal, state, and regional as well as local level.
4. Economic Benefits. The Facility, in addition to
providing a "state of the art"' facility for the handling of non-
hazardous industrial waste, will also provide economic incentives
from USPCI as delineated in this Commitment to the City as
required in conjunction with permits and approvals required under
the City Zoning Ordinance.
NOW, THEREFORE, USPCI hereby represents and commits to the
City as follows:
5. City Approval... The commitments herein contained are
subject to USPCI obtaining all governmental approvals required
for the Project, includingbut not limited to all permits,
authorizations and approvals from the City required to allow
construction, operation and.maintenance of the Facility. The
commitments are further conditioned upon the issuance, existence
and continuance of all permits, approvals and authorizations
required to allow construction, operation and maintenance of said
Facility.
6. USPCI to Proceed. USPCI agrees to construct, operate
and maintain the Facility on all or a portion of the Property, as
outlined in the EAR, subject to obtaining all necessary approvals
and subject to such modification, if any, as may be required, and
agreed to by USPCI resulting from the EIS or reasonable mandates
from other approving authorities.
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7. Tax Increment Financier. USPCI understands the
capabilities of the City or its HRA to establish and operate TAX
INCREMENT DISTRICTS in their program to expand industrial and
commercial development in the City. In an effort to assist in
this effort USPCI will not object to the City or its HRA in
establishment of such a district to include the Property.
8. Park Dedication Fees. USPCI recognizes the City of
Rosemount's Park and Recreation development program and the
methods the City uses to fund this program by collection of "Park
Dedication Fees". USPCI also recognizes the equivalent payment
which would be required to be paid if their Project would be
required to go through a platting process. Because the City,
could require this platting and a specific park dedication fee
would be required, although the City is not requiring that the
Property be platted, USPCI will voluntarily make a non-refundable
payment of $85,000 in lieu of the park dedication fee. This is
the amount of ten (10) acres equivalent dedication or ten (10)
times the current per acre value for this purpose. (1989 value
of $8,500 per acre - $85,000). The payment may be made in five
(5) equal annual installments of $17,000 each. The first
installment shall be due on the date the City issues,a permit for
the Project and subsequent installments shall be due annually
thereafter on the same day each year for the next four (4) years.
if USPCI decides to pay the fee in installments, it agrees to
furnish the City an irrevocable letter of credit to guarantee
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payment of the unpaid portion of the fee. The bank issuing the
letter of credit and the form of the letter of credit shall be
approved by the City.
9. Option to Purchase. At such time as the storage cells
are completed and closed, and the Facility will no longer be
accepting waste, the City will have an option for a period of 12
months immediately subsequent to closing of the last cell, to
purchase that portion of the Property not required for closure
and maintenance of the Facility. Said option right will
terminate, if not exercised prior thereto, 12 months after
closure of the last cell. The purchase price will be an amount
equal to 85 percent of the value of the Property being purchased,
as said value is determined by appraisal. USPCI shall select one
appraiser familiar with real estate values in Dakota County and
the City shall select one appraiser familiar with real estate
values in Dakota County. The two appraisers shall select a third
appraiser and the three appraisers shall proceed to determine the
fair market value of the Property. If the two appraisers
selected by the City and USPCI are unable to agree on the third
appraiser, they shall apply to the Chief Judge of the District
Court in Dakota County, Minnesota and the Chief Judge shall
select the third appraiser. Any valuation agreed upon by a
majority of the appraisers shall be accepted as final by both
USPCI and the City. Payment shall be in cash, at closing, unless
otherwise agreed by the parties with the Property being sold in
an "as isn condition, free of all encumbrances and with real
estate taxes due in the year of closing pro -rated to date of
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closing. USPCI shall provide to the City an Abstract of Title or
Registered Property Certificate, evidencing marketable title,. or
title insurance from a title insurance company acceptable to the
City. USPCI shall have the right to determine which acreage is
not required for closure and maintenance and is therefore subject
to the terms of this option, which determination shall be made at
the time of closure of the last cell. Upon closure of the last
cell, USPCI shall notify the City in writing of this event,
receipt of which notice shall commence the 12 month option
period. Notice of exercise of the option, during the option
term, shall be in writing delivered to USPCI. Closing shall be
within 90 days of notice of exercise of the option. The City
may, during the term of the option, exercise same and purchase
the Property, but shall not be under any obligation to do so. If
prior to closure of the final cell, a portion of the Property has
been conveyed to the Metropolitan Waste Control Facility for its
use and purposes, as is presently contemplated with reference to
approximately ten (10) acres of the subject Property, said
Property shall be excluded from the Property to which the option
rights shall apply. If requested by the City, USPCI will execute
and deliver to the City a real estate option in standard
recordable form, setting forth the terms of this option.
lo. City. Service Charge.
a. Basis for Charge. USPCI recognizes certain aspects
of the prior -approval review, placement and operation of a
Facility of the nature proposed in a residential/rural type city
has required and will further require the City to expend funds
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for the pre -approval review and the ongoing monitoring of the
operation of the Facility, the administration of the permit for
the Facility and interaction with USPCI and state, county and
federal agencies. The City may incur other costs associated with
the Facility and its impact on the City.
b. Base Service Charge. To offset those costs, USPCI
will, for each ton of waste deposited into the Facility, pay the
City a City Service Charge. The City Service Charge which shall
initially be imposed, commencing with the first day the Facility
accepts waste, shall be computed at the rate of $2.75 per ton,
for each ton accepted and disposed of in the Facility. Tonnage
computation for the City Service Charge shall be the same as for
the Waste Generation Charge. This City Service Charge shall be
subject to adjustment, from time to time, and offset, as
hereinafter provided. Payments shall be made monthly to the City
at 2875 - 145th Street West, Rosemount, Minnesota 55068, or such.
other location designated in writing by the City. Payments for
each month shall be due by the 15th day of the following month.
C. Generator Charge Adjustment. At the present time it
is anticipated that the initial per ton fee charged by USPCI to
waste generators ("Waste Generator Charge"') will be $75.0o per
ton, and the City Service Charge payable to the City, is
predicated on that anticipated Waste Generator Charge. If the
Waste Generator Charge is increased or decreased by Uspcl (other
than as a result of an increase in amounts due governmental
entities after the Facility commences operation, such as special
taxes; permit fees, etc., which governmentally required increases
MAM
shall not impact the per ton charge due the City pursuant to this
paragraph) then the City Service Charge shall be adjusted pro
rata. Accordingly and by way of example, if there is a ten (10)
percent increase in the Waste Generator Charge (other than
governmentally mandated) then the City Service Charge shall
likewise be increased by ten (10) percent. Adjustment based on
this subparagraph (c) shall be applied to the previously existing
City Service Charge, before the following adjustments or offsets.
d. Adjustment for Future Required, Legislatively
Imposed, or Negotiated Payments. If there are future required,
negotiated or legislatively mandated payments due to the City by
USPCI (other than as provided herein) the intent of which is to
respond to impacts resulting from the Facility, such payments
shall be an offset against and a reduction of the amounts due the
City pursuant to this paragraph. Accordingly and by way of
example if the Minnesota Legislature or other governmental entity
with authority to do so mandates that USPCI shall pay the City a
tax, or other imposition, the amount of said tax or imposition
shall reduce the City Service Charge, dollar for dollar, due
pursuant to this paragraph.
e. Consultant Offset. To assist the City in evaluating
the Application of USPCI for necessary rezoning and permit
issuance, the City has, and will hereafter retain outside
consultants (e.g. legal, environmental, etc.) toassistit.
USPCI has agreed to reimburse the City for these outside
consultant expenses, pursuant to a letter agreement dated in
August 1989. Pursuant to said letter agreement, USPCI has
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deposited funds with the City and may hereafter deposit
additional funds with the City, to reimburse the City for outside
consultant expenses. At the time of City issuance of the last
permit required by USPCI to construct the Facility, the amount of
the outside consultant expense incurred by the City will be
determined and will be paid by USPCI to the City unless these
funds advanced by USPCI to the City exceed said amount, in which
case said excess shall be returned to USPCI. The total amount
expended or incurred by the City up to the time of issuance of
the last permit (the 'Consultant Offset' amount) will be an
offset against the City Service Charge due the City by USPCI
pursuant to the preceding provisions of this paragraph. Said
Consultant Offset amount will reduce the per ton City Service
Charge at the rate of 25 cents per ton, until the total
Consultant Offset amount has been eliminated. Accordingly and by
way of example if the total..consultant charge amount is $50,000,
the amount due by USPCI to the City for the first 2001000 tons
deposited in the Facility, determined in accordance with the
foregoing subparagraphs, shall be reduced by 25 cents per ton.
f. The City agrees that the funds provided pursuant to
this paragraph will not be used in any manner directly
competitive to the business operations of USPCI at the Facility.
Nothing in this provision shall be construed to limit the City of
Rosemount's participation in recycling efforts.
11. City of Rosemount - USPCI Community Trust Fund.
a. Establishment. USPCI in conjunction with the City
MI=
t ,1
will establish a Community Trust Fund which shall be known as the
City of Rosemount - USPCI Community Trust Fund. The trust fund
will be administered by a board of trustees made up of five (5)
persons, three (3) of whom will be designated by the City and two
(2) by USPCI. The trust will be funded by USPCI with a payment
of $4.00 per ton (subject to adjustment as hereinafter provided)
for each ton of waste accepted and disposed of in the Facility
during the years that the Facility is accepting waste., Tonnage
computation for the City Service Charge shall be the same as for
the Waste Generator Charge. Payments to the trust shall be made
monthly at such place designated in writing by the trustees.
Payments for each month shall be due by the 15th day of the
following month.
b. Use. The principal of the trust may only be used at
the determination of the trustees as set out in the trust
agreement. Detailed activity of the trust fund shall be as set
forth on the trust document, a copy of which is attached hereto
as Exhibit "B" and incorporated herein by reference.
C. Adjustment Based on Waste Generator Charge. At the
present time it is anticipated that the initial per tom fee
charged to waste generators ("Waste Generator -Charge") will be
$75.00 per ton, and the Community Trust Fund Charge payable to
the Trust, is predicated on that anticipated Waste Generator
Charge. If the Waste Generator Charge is increased or decreased
by USPCI (other than as a result of an increase in amounts due
governmental entities after the Facility commences operation,
such as permit fees, etc., which governmentally required
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increases shall not impact the per ton charge due the City
pursuant to this paragraph) then the Community Trust Fund Charge
shall be adjusted pro -rata. Accordingly and by way of example if
there is a ten (10) percent increase in the Waste Generator
Charge (other than governmentally mandated) then the Community
Trust Fund Charge shall likewise be increased by ten (10)
percent. Adjustment based on this subparagraph (c) shall be
applied to the previously existing Community Trust Fund Charge,
before the following adjustments or offsets.
d. The City agrees that the funds provided pursuant to
this paragraph will not be used in any manner directly
competitive to the business operations of USPCI at the Facility.
Nothing in this provision shall be construed to limit the City of
Rosemount's participation in recycling efforts.
12. Miscellaneous.
a. The City will be given access to operating records
of USPCI for the purpose of verifying the accuracy of the amounts
reported to have been accepted at the Facility.
b. USPCI agrees that any permit issued by the City for
the Project may incorporate the provisions of this Commitment.
c. USPCI agrees not to sell, assign, or transfer its
interest in the Facility or Property without the prior consent of
the City. It is further understood that the City may not assign
rights or obligations of the City hereunder without prior written
consent of USPCI.
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i
13. Summary. USPCI feels it is in the best interest of the
City as well as the region and the state that a Facility be
constructed consistent with "state of the art" technical
knowledge to accommodate non -hazardous industrial waste. The
proposed Facility is a "state of the art" project and will allow
containment of said non -hazardous waste in a manner vastly
superior to the manner in which said wastes are presently being
disposed of in Dakota County. Portions of the Property have been
designated by the Minnesota Pollution Control Agency as
"intrinsically suitable" for such a Facility. Thus, USPCI agrees
to use their best efforts to accomplish all necessary steps to
allow the construction and operation of the Facility for the good
of all persons concerned.
This Development Commitment is executed by USPCI, INC. this
/ 7 day of 1989.
USPCI, IN
By •
Subject to the above provisions, the City will cooperate
with USPCI in the permit application process and provide
reasonable assistance to USPCI in seeking all necessary
approvals. L
Accepted and agreed to this /,774 day of
1989.
CITY OF ROSEMOUNT
By: :!
Ilan Hoke, May -or
By • '' c�',--
teph h Jilk, mi.nistrator/
Clerk
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