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Home My WebLink About2002 [07] Jul 27 {Book 25} eJllege Avenue NW ity of St. Josepn P.O. Box 668, St. Joseph City Council St. Joseph, MN 56374 June 27, 2002 (320) 363-7201 7:00 PM Fax: 363-0342 1. Call to Order 2. Approve Agenda CLERK! ADMINISTRATOR 3. Consent Agenda Judy Weyrens a. Bills Payable Requested Action: Approve check numbers 31333 - 31439 b. Minutes - Requested Action: Approve Minutes of May and June 2002 MAYOR c. Web Page Development - Requested Action: Accept the proposal of Gov Web for one time license Larry J. Hosch fee of $ 500.00 and monthly host fee of $ 35.00 d. Change Order No.2 - Northland Five - Requested Action: Authorize the Mayor to execute Change order No.2 for Northland Five extending the date for the final wear course to Sept 1, 2002. COUNCILORS e. 2002 - 2003 Liquor License - Requested Action: Approve the liquor licenses as submitted Bob Loso f. Application for payment # I-Business Park. Request Action: Authorize Mayor to execute pay Cory Ehlert application #1 to Larson Excavating and authorize payment in the amount of $ 53,628.60 Kyle Schneider 4. 7:05 PM - Joint City Council and St. Joseph EDA Meeting, Vic West Steel Alan Rassier a. Developers Agreement b. Adjourn 5. 7: 10 PM - Vic West Steel Relocation a. Minnesota Investment Fund Application b. Industrial Revenue Bond, Set Public Hearing . 6. 7:20 PM - Public Comments to the Agenda 7. 7:25 PM - 2001 Audit Report, Jennifer Thienes - Kern DeWenter Viere 8. 7:40 PM - Heidi Pepper, SEH - Assessment Abatement Policy 9. 8:00 PM - Monte Eastvold, Financing 2002 Street Projects 10. 8: 15 PM - Ted Schmid, Lumber One Avon a. Environment Assessment Worksheet, Findings of No Impact b. Final Plat - Northland Plat Six c. Developers Agreement, Authorization for execution 11. 8:30 PM - City Engineer Reports a. Feasibility Report, Northland Plat Six b. Order Improvements for SE Utility Extension Project c. 2002 Street Improvement - Bid Results 12. 9:00 PM - Diamond Energy, Special Use and Variance Request 13. Cable Commission request - Equipment Charges, Commission Salary 14. Department Head Reports 15. Mayor Reports 16. Council Reports . 17. Administrator/Clerk Reports a. Request of Bob Veline to extend Special Use Requirements 120 days b. SE· Utility Annexation Agreements 18. Adj ourn ! NOTES TO THE AGENDA.................. . Minutes: The minutes will be delivered under separate cover tomorrow night Web Page: Even though the quote is dated March, Gov Web is stil1 honoring their price. I have meet with other companies and Gov Web is significantly cheaper as it is subsidized by the League of Minnesota Cities. It is my intention to start the Web page with minutes and ordinances and gradually add features. We will eventually have one page for each department including the City Council. Financing: Monte Eastvold will bring revised bond schedules based on the bid letting on Tuesday. The Council will need to establish the bond sale at this time. Weare looking at Thursday, July 25 at 3 :00 PM. 2002 Street Bids: The bids ",rill be opened on Tuesday at 10:00 AM, we will forward the bid results in the packed to be delivered on Tuesday evening. Cable Commission: The Cable Commission is requesting the Council establish a monthly salary of $ 200.00 each for Noreen Loso and Tom Nahan. While they understand it may not be possible until the new budget year, they are looking for direction. The Commission is also looking to either increase the franchise fee or invoke the equipment fee. If the equipment fee is invoked those funds can only be used for cable equipment. The Commission has included a list of items they would like to . purchase in the future. Letter from Legion: I have talked to Jerry Frieler regarding the use of the former Stueve's Garage building. I told him that the City has agreed to move fonvard and we can coordinate the moving out of our equipment, but I anticipate it to be sometime in August. . CITY OF ST JOSEPH 06/24/02 11 :02 AM Bills Payable Page 1 . Check # Search Name Comments Amount FUND DEPART OBJ r~±ª~~~"'''''~~_~~'''-II1ZJ\;;'¡i¡~~~~ 031333 A-1 TOILET RENTAL satelite rental $63.90 101 45203 531 031334 AIR COMM OF ST. CLOUD, speaker mlc $90.53 101 42152 210 031335 AUTO PARTS WEST, INC brake fitting $2.17 101 43120 220 031335 AUTO PARTS WEST, INC oil filter, brake fluid $54.07 101 43120 220 031335 AUTO PARTS WEST, INC brake line, fitting, assy $35.42 101 43120 220 031336 BANYON DATA SYSTEM fixed asset support $298.84 101 41530 215 031336 BANYON DATA SYSTEM fund acctg support $704.04101 41530 215 031336 BANYON DATA SYSTEM aub support $234.68 601 49440 215 031336 BANYON DATA SYSTEM aub support $234.68 602 49490 215 031336 BANYON DATA SYSTEM aub support $234.68 603 43230 215 031337 BROWNING-FERRIS INDUS refuse removal $50.61 105 42220 384 031337 BROWNING-FERRIS INDUS refuse removal $57.84 602 49490 384 031337 BROWNING-FERRIS INDUS refuse removal, parks $209.67 101 45202 384 031337 BROWNING-FERRIS INDUS refuse removal $9,097.47 603 43230 384 031338 CAMERA TRADER film developing $4.70 101 42120 210 031339 CITY OF ST. CLOUD sewer rental $11,129.71602 49480 419 031340 COLD SPRING ELECTRIC S repair softball light $107.10101 45202 220 031341 FIRST STATE BANK collection fee $13.95602 49490 310 031341 FIRST STATE BANK collection fee $13.95601 49440 310 .41 FIRST STATE BANK í 310 collection fee $13.95603 43230 :42 GENEROUS, MARY summer rec supplies $9.29 101 45120 210 031343 GRAEVE, JAMES 5 planning $100.00 101 41120 103 031344 KAUNOWSKI, KATHLEEN S 10 planning $200.00 101 41120 103 031345 LEE'S ACE HARDWARE cleaning supplies,water nozz $104.17 105 42280 220 031345 LEE'S ACE HARDWARE air filter, mower blade,soap $35.57 602 49480 220 031345 LEE'S ACE HARDWARE pipe $6.52 601 49430 220 031345 LEE'S ACE HARDWARE foam sleeve, filter $15.33101 45201 220 031345 LEE'S ACE HARDWARE power strips $9.57 101 42120 220 031345 LEE'S ACE HARDWARE key's,cleaning supplies,hose $138.38 101 45202 220 031346 LESNICK, MARGE 5 planning, 2 joint $140.00 101 41120 103 031347 LOSO'S STORE plates, forks, napkins $11.79101 41430 210 031348 MANDERSCHIED, LUKE alcohol compliance ck $50.00 101 42120 300 031349 MEEMKEN, JUDY flowers by fence $66.46 101 45202 210 031350 MINNESOTA RURAL WATE warning signals $30.76 601 49430 210 031351 MN BOARD OF PEACE OFF post license-Janssen $90.00 101 42120 446 031351 MN BOARD OF PEACE OFF post license-Jansky $90.00 101 42120 446 031351 MN BOARD OF PEACE OFF post license-Meyer $90.00 101 42120 446 031352 OFFICE TEAM jodi kipka $680.00 101 41430 300 031353 PAPA GUISSEPPE, INC Pizza $43.50101 41120 216 031354 PRINCIPAL LIFE medical ins-june $9,550.62 101 031355 SCENIC SPECIALTIES tree, monument park $73.59 101 45203 531 031356 SCHOON, LISA refund summer rec registrati $35.00 101 031357 SERVICE MASTER PROFE cleaning service $394.05101 41942 300 031358 ST. CLOUD FIRE EQUIPME recharge extinguisher $12.00 101 42120 220 031358 ST. CLOUD FIRE EQUIPMEcorrect inv # 129704 -$1.00101 42152 210 031359 ST. CLOUD TIMES ad for bids-2002 street proje $118.77425 43120 530 .59ST. CLOUD TIMES ad for bids-2002 street proje $118.77425 43120 530 ,60 STANTON GROUP administration $11.25 601 49440 137 031360 STANTON GROUP administration $11.25 602 49480 137 031360 STANTON GROUP administration $2.50 603 43230 137 CITY OF ST JOSEPH 06/24/02 11 :02 AM Bills Payable Page 2 . Check # Search Name Comments Amount FUND DEPART OBJ fl{j,,~+=~;.k~Z;~~~~~~~~F=~~s>,;~~~-~~~~~~ - ~~~~~-~~~~~~~~~~I'i:£,:~~~~~ª~Y~-~:'~~--*~"f:- 031360 STANTON GROUP administration $50.00 101 42120 137 031360 STANTON GROUP administration $16.25 101 41430 137 031360 STANTON GROUP administration $8.75101 41530 137 0,31360 STANTON GROUP administration $8.75101 43120 137 031360 STANTON GROUP administration $16.25101 45202 137 031361 THOMSON GREENHOUSE flowers, monument pari< $140.46101 45203 531 031361 THOMSON GREENHOUSE flowers, monument pari< $64.20101 45203 531 031362 TIREMAXX SERVICE CENT repair tires-chev lumina $23.90101 42152 220 031363 UTSCH, GERALD 6 planning,2 joint, comp plan $200.00101 41120 103 031364 WEYRENS, JUDY summer rec supplies $45.93101 45120 210 031365 ZEP MANUFACTURING Toilet tissue $50.02 105 42280 220 031366 GENEROUS, MARY summer rec supplies $681.06 101 45120 210 031366 GENEROUS, MARY summer rec supplies $97.76101 45120 210 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $71.55 602 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $1.00601 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $4.00 314 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $1.00601 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $8.00 309 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $105.30602 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $105.30601 . 031367 ST. JOE TOWN HOMES_ Reimb for utility overpaymen $4.00 314 031367 ST. JOE TOWN HOMES Reimb for utility overpaymen $71.55 601 031367 ST. JOE TOWN HOMES _ Reimb for utility overpaymen $8.00 309 031368 ALL SPEC SERVICES Inspection services-May $4,026.61 101 42401 311 031369 ASSOCIATED CONSTRUCT ad for bids-2002 street proje $138.40425 43120 530 031369 ASSOCIATED CONSTRUCT ad for bids-2002 street proje $138.40425 43120 530 031370 BRANNAN LOCKSMITH park shelter keys $22.37 101 45202 220 031371 CELLULAR 2000 cell phone $42.67 101 43120 321 031371 CELLULAR 2000 cell phone $170.67 101 42151 321 031371 CELLULAR 2000 cell phone $42.67 602 49490 321 031371 CELLULAR 2000 cell phone $85.34 101 45202 321 031372 CENTRACARE CLlNC physical-k simon $238.00 105 42210 305 031372 CENTRACARE CLlNC physical-I birr $394.51 105 42210 305 031372 CENTRACARE CLlNC physical-a scholz $268.50 105 42210 305 031373 COMMISSIONER OF REVE state withhold 6/12 pay $1,023.22 101 031373 COMMISSIONER OF REVE state withhold 6/12 cc pay $57.34 101 031374 EFTPS fica withhold 6/12 cc pay $436.22 101 031374 EFTPS federal withhold 6/12 cc pay $78.02101 031374 EFTPS fica withhold 6/12 pay $2,331.24 101 031374 EFTPS federal withhold 6/12 pay 52,363.96 101 031375 EIYNCK, MARY KAY summer rec supplies $3.99 101 45120 210 031375 EIYNCK, MARY KAY summer rec supplies $36.58 101 45120 210 031375 EIYNCK, MARY KAY summer rec supplies $4.88101 45120 210 031376 FIRST STATE BANK collection fee $13.00603 43230 310 031376 FIRST STATE BANK collection fee $13.00602 49490 310 031376 FIRST STATE BANK collection fee $13.00601 49440 310 031377 HAWKINS WATER TREATM tests $14.50 601 49420 312 . 031377 HAWKINS WATER TREATM tests $14.50 601 49420 312 031377 HAWKINS WATER TREATM tests $14.50 601 49420 312 031378 HULS NURSERY trees $690.12101 41120 216 CITY OF ST JOSEPH 06/24/02 11 :02 AM Bills. Payable Page 3 . Check #'Search Name Comments Amount FUND DEPART OBJ 0313791NG & ANNUITY C deferred comp pay $50.00 101 031380 J & MOIL CO. gas $106.90 602 49490 210 031380 J & M OIL CO. gas $106.90 601 49440 210 031380 J & M OIL CO. gas $106.90 101 45202 210 031380 J & M OIL CO. gas $106.91 101 43120 210 031380 J & M OIL CO. gas $16.85 101 42152 210 031380 J & M OIL CO. gas $57.73 105 42220 210 031380 J & M OIL CO. tests $10.68602 49480 312 031381 JAROSCH, MARY refund river bats spec event $6.00 101 031382 JOE PFANNENSTEIN SIGN welcome to schneider field si $159.75101 45203 531 031383 KLN DISTRIBUTING network service-crimestar $73.70101 42120 220 031384 LEEF BROS floor runners, towels $104.67101 41942 220 031384 LEEF BROS clothing allowance $26.61 101 45202 171 031384 LEEF BROS clothing allowance $26.61601 49440 171 031384 LEEF BROS clothing allowance $26.61 101 43120 171 031384 LEEF BROS clothing allowance $26.61 602 49450 171 031385 MAIER TYPEWRITER SERV toner $121.30 101 41430 200 031386 MALESKA, MARLENE refund for summer rec regist $40.00 101 031387 MINNESOTA CHILD SUPPO pay period 5/24/02 to 6/6/02 $72.00 101 031388 MINNESOTA TRAVEL MAN gas $371.04 101 42152 210 .88 MINNESOTA TRAVEL MAN vehicle lease $346.58 101 42152 550 88 MINNESOTA TRAVEL MAN gas $497.12101 42152 210 031388 MINNESOTA TRAVEL MAN vehicle lease $346.58101 42152 550 031389 MUNICIPAL DEVELOPMEN EDA services-may $2,639.30 101 46500 300 031390 OFFICE TEAM jodi kipka $680.00 101 41430 300 031391 ONE CALL CONCEPTS, INC notification fee-may $310.00602 49490 319 031391 ONE CALL CONCEPTS, INC notification fee-may $310.00601 49440 319 031392 PATRICIA OVERMAN/RECO recording fee-roske $20.00 115- 41943 430 031393 PERA retirement 6/12 pay $2,965.83 101 031394 PERA- CC retirement 6/12 cc pay $188.00101 031395 RAJKOWSKI HANSMEIER L legal-northland $200.00 101 41610 304 031395 RAJKOWSKI HANSMEIER L legal-criminal $1,602.50101 42120 304 031395 RAJKOWSKI HANSMEIER L legal-pondview $6.50 101 41610 304 031395 RAJKOWSKI HANSMEIER L legal-industrial park $120.00101 43121 304 031395 RAJKOWSKI HANSMEIER L legal-CR 121 $511.00425 43122 530 031395 RAJKOWSKI HANSMEIER L legal-graceview $446.50 101 41610 304 031395 RAJKOWSKI HANSMEIER L legal-general $1,321.00101 41610 304 031396 SCHNEIDER, KYLE plaque-pat schneider $60.55 101 45203 531 031397 SCHROEDER SPORTS summer rec supplies-caps $650.00 101 45120 210 031397 SCHROEDER SPORTS summer ree supplies $15.82 101 45120 240 031397 SCHROEDER SPORTS summer ree supplies-t-shirts $1,190.00101 45120 210 031398 STEARNS COUNTY AUDIT state deed tax-roske $99.00 115 41943 430 031399 STIMACK, GINA refund summer rec registrati $40.00 101 031400 TIREMAXX SERVICE CENT chev lumina-tires, battery $139.90101 42152 220 031401 TRAUT WELLS well #3 cleaning and repair $4,079.05 601 49440 530 031402 UNUM LIFE INSURANCE disability ins-july $300.55 101 031403 US LINK phone service $149.72 101 41430 321 .03 US LINK phone service $47.66 101 41941 321 ,03 US LINK phone service $47.66602 49490 321 031403 US LINK phone service $74.40 602 49471 321 CITY OF ST JOSEPH 06/24/02 11 :02 AM Bills Payable Page 4 . Check # Search Name Comments Amount FUND DEPART OBJ 'i·~:·2f:~t.~~~1;:t~~--I£šW£~~~5:~~~~~-::~~~~~~~~~~l'S.~~~~~-Z~~~-~~~~·y~~~ît~~~:~§:!:~~l-0-~~~~~:~;;- 031403 US LINK phone service $48.61 601 49440 321 031403 US LINK phone service $96.35 105 42250 321 031403 US LINK phone service $73.99101 46500 321 031403 US LINK phone service $133.80 101 45201 321 031403 US LINK phone service $300.53 101 42151 321 031403 US LINK phone service $74.40 602 49470 321 031403 US LINK phone service $47.66101 41946 321 031404 XCEL ENERGY utilities $159.37 101 41942 383 031404 XCEL ENERGY utilities $758.54 601 49410 381 031404 XCEL ENERGY utilities $267.27 601 49420 381 031404 XCEL ENERGY utilities $49.80 601 49420 383 031404 XCEL ENERGY utilities $118.73601 49435 381 031404 XCEL ENERGY utilities $100.88101 43120 383 031404 XCEL ENERGY utilities $67.25101 45201 383 031404 XCEL ENERGY utilities $35.42 101 43120 383 031404 XCEL ENERGY utilities $48.25 601 49410 383 031404 XCEL ENERGY utilities $27.44 101 45201 381 031404 XCEL ENERGY utilities $489.87101 41942 381 031404 XCEL ENERGY utilities $149.39 101 41941 383 031404 XCEL ENERGY utilities $229.09101 41941 381 . 031404 XCELENERGY utilities $41.15101 43120 381 031404 XCEL ENERGY . utilities $1,625.52101 43160 386 031404 XCEL ENERGY utilities... $64.25 602 49480 383 031404 XCEL ENERGY utilities $45.11 602 49470 381 031404 XCEL ENERGY utilities $14.91 602 49471 383 031404 XCEL ENERGY utilities $255.73105 42280 381 031404 XCEL ENERGY utilities $171.86105 42280 383 031404 XCEL ENERGY utilities $16.41 101 42610 386 031404 XCEL ENERGY utilities $20.81 101 45123 381 031404 XCEL ENERGY utilities $99.45 101 45202 381 031404 XCEL ENERGY utilities $235.01 602 49480 381 031404 XCEL ENERGY utilities $6.28 101 42500 326 031404 XCEL ENERGY utilities $15.44 101 43160 386 031407 ZEP MANUFACTURING weed spray $2,462.28101 45202 210 031408 ABBOTT, LONNIE 3 park board mtgs $60.00 101 41120 103 031409 AFSCME COUNCIL 65 dues, june $228.24101 031410 AT & T WIRELESS SERVIC telephone $147.00 101 42151 321 031411 AUTO VALUE PARTS STOR battery core -$2.00101 45125 530 031411 AUTO VALUE PARTS STOR battery $62.87101 43120 220 031412 BERGHORST, BRUCE 3 park board mtgs $60.00101 41120 103 031413 HOLIDAY INN LMC conference-Judy $103.90101 41430 331 031413 HOLIDAY INN LMC conference-Larry $201.90101 41310 331 031413 HOLIDAY INN LMC conference-Bob $204.90101 41110 331 031413 HOLIDAY INN LMC conference-AI $204.90 101 41110 331 031413 HOLIDAY INN LMC conference-Cory $106.90101 41110 331 031414 BOB'S TREE SERVICE & LA grinding tree stumps-14 mills $287.55101 45202 220 031415 BRANNAN LOCKSMITH duplicate keys-old city hall $4.26101 41942 210 031416 CENTRAL MOTORCAR SPE repair rust & repaint apperat $2,166.13105 42220 220 . 031417 DIEDRICH, ERNIE HCP expense-topsoil $21.30101 41120 216 031418 EIYNCK, MARY KAY River Bats tickets $102.50101 45120 300 CITY OF ST JOSEPH 06/24/02 11 :02 AM Bills Payable Page 5 . Check # Search Name Comments Amount FUND DEPART OBJ (~~~ Ok, . 1!1; .. "';i't_~.Æi!t~~';1i£~~¥gW;iii¡§ill~~~~ðJiWìïiI\~Ilill&~ - " 031419 FENEIS ENTERPRISES, IN service contract-june $105.00 101 41946 230 031420 FIRST STATE BANK collection fee $12.85 602 49490 310 031420 FIRST STATE BANK collection fee $12.85 601 49440 310 031420 FIRST STATE BANK collection fee $12.85603 43230 310 031421 FLORAL ARTS corsage $10.65 101 45203 531 031422 J M KILEY & SONS TRUCK I Ballfield lime $588.61 101 45125 530 031423 K.E.E.P.R.S.INC push bumper $157.54 101 42152 550 031424 KUSSMAUL ELECTRONICS super auto eject $207.43105 42220 220 031425 LAW ENFORCEMENT LABO dues, june $165.00101 031426 LESNICK, MARGE 3 park board mtgs $60.00 101 41120 103 031427 LOSO'S STORE groceries $12.19 101 45120 210 031427 LOSO'S STORE ziploc bags $5.94 101 45120 210 031428 MARTIN MARIETTAAGGRE class 2 $40.89101 43120 220 031429 MIMBACH FLEET SUPPLY twine, mec amine, primer $81.28 101 45202 220 031430 MINNESOTA DEPARTMENT water connection fee $1,318.00601 49440 444 031431 MUSKE, CHUCK 2 park board meetings $40.00 101 41120 103 031432 OFFICE MAX laminating machine,binding $330.69 101 41430 200 031432 OFFICE MAX film, cassettes, viewbind $108.40101 42120 200 031432 OFFICE MAX paper,hanging files,binders $120.03 101 41430 200 031432 OFFICE MAX binders -$35.09 101 41430 200 .32 OFFICE MAX paper, pens, tape, printer rib $190.73 101 41430 200 .32 OFFICE_ MAX batteries, photo paper $110.71 105 42210 200 031432 OFFICE MAX pens, nametags $21.16101 42120 200 031432 OFFICE MAX - office supplies - $10.86101 41430 200 031432 OFFICE MAX calcultor, post its $81.31 101 41430 200 - 031433 OFFICE TEAM jodi kipka $680.00 101 41430 300 031434 SEH engineering-municipal state $102.00 101 43131 303 031434 SEH city engineering services . $584.65 101 43131 303 031434 SEH engineering-2002 street imp $21,610.00425 43120 530 031434 SEH engineering-southeast utility $4,389.68 602 49490 530 031434 SEH engineering-northland 6 $2,640.50101 43131 303 031434 SEH engineering-ind pkimp $7,423.70425 43121 530 031434 SEH engineering-baker st lift stati $1,657.08501 49470 530 031434 SEH engineering-graceview $951.00101 43131 303 031434 SEH engineering-2002 street imp $3,822.58 425 43120 530 031434 SEH engineering-CR 121 $4,350.09 425 43122 530 031435 ST. CLOUD RESTAURANT toilet tissue $46.01 101 41942 210 031436 ST. JOSEPH NEWSLEADER legals-imp on E MN st $41.63 602 49490 530 031436 ST. JOSEPH NEWS LEADER legals-TIF $277.50 101 46500 340 031436 ST. JOSEPH NEWSLEADER legals-vicwest $74.93101 46500 340 031436 ST. JOSEPH NEWSLEADER legals-vicwest $77.70 101 46500 340 031436 ST. JOSEPH NEWSLEADER ad-summer maint worker $22.20101 43120 340 031436 ST. JOSEPH NEWSLEADER legals-diamond energy sp he $112.39101 41120 340 031437 STEARNS COUNTY HIGHW 10 stop signs $420.00 101 43120 220 031438 TIREMAXX SERVICE CENT chev lumina-oil change $21.95101 42152 220 031439 WAL2., JOHN-VENDOR 2 park board meetings $40.00 101 41120 103 031440 ST. JOSEPH DOLLARS FO Fire Department Donation $270.00101 . _.W._^__'~~~=~~."_·~~N_~,"-Þ_''"____ $136,069.00 QUOTATION FOR SERVICE . DATE: 3/8/02 FROM: W)'att Johnson (info@govoffic.e.com) Please fill in missing information and mail or fax (651-290-2123) this form along with appli~able purchasing information necessary for invoicing. Client: St.Joseph / Population*: 4,681 Phone: 320-363-7201 Contact: Judy Weyrens Fax: 320-363-0342 Address: PO Box 668 E-mail: jweyrensl@aol.com City, State, Zip: St.Joseph Qty. Description Unit Price Extension 1 One-time license fee $500 $500 12 Monthly Internet hosting fee $35 $420 Total: $920 Customer Service and Training: GovOffice.com will provide an initial, comprehensive training session (approximate length of I hour) plus . up to 180 minutes of additional online/telephone customer service through GovOffice.com's customer service center per web site. -Additional customer service is available at ~vOffice.com's standard rates, currently $42/bour, billed in I O-minute increments. Custom design. \vork is also available, at a current rate of $60Ihour, 1/2 hour minimum. Email Services: Two (2) e-mail POP accounts per site are provided at no charge. Additional POP accounts are available for $10.00 one-time per account. Broadcast e-mailings of up to 5,000 text only messages each month are provided at no charge. Additional mailing services are available at a rate of$IO.OO for 10,000 or fewer text only messages. Domain name registration: Customers may choose from the following options for domain names for web sites: A customer who already owns a domain name (URL) may have that name transferred to the new web site for a S50.00 set-up fee. Or, at a customer's request, GovOffi ce.com' s customer service center may purchase a new domain name (URL) on behalf of the customer and redirect it to the customer's web site. The domain name may be reserved for two years for a S90 fee or for one year for a $55 fee. '" Price quote based on 2000 census population provided by client and is subject to verification and correction. PURCHASE ORDER INFORMATION Please include copies of relevant purchase orders, etc, where applicable. Purchase Order: Purchase Order: Signature: BY PAYING FOR OR UTILIZING THE GOVOFFICE.COM SERVICE, YOU AGREE TO THE TERMS At'"'ID CONDITIONS AS THEY APPEAR ON THE GOVOFFICE.COM WEBSITE AT . WW\V.GOVOFFICE.COM. "'SBi 1200 25th Avenue South, P.O. Box 1717, St. Cloud, MN 56302-1717 320.229.4300 320.229.4301 FAX architecture . engineering . environmental . transportation . June 17, 2002 RE: St. Joseph, Minnesota 2001 Northland Plat Five SEH No. A-STJOE 0105 14 Honorable Mayor and City Council c/o Ms. Judy Weyrens Clerk! Administratorrrreasurer City of St. Joseph 21 NW First Avenue P.O. Box 668 St.Joseph,~ 56374-0668 Dear Mayor and Members of the City Council: Enèlosed find Change Order No.2 for this project. . Due to the park area seeding delay until this spring, the fencing could not be installed. We recommend the SubstantÜù Completion date be extended to June 29,2002. Due to the hot weather· months of July and August approaching, we recommend the wear course placement be delayeãuntil September 1, 2002, to avoid scuffing and tire marks on the final wear course. The project would then be ready for final payment September 15,2002. If you authorize the change, we will send it to the contractor for signature and return it to you for signature. Sincerely, ~f{~ àPh R. Bettendorf, P B. City Engineer djg Enclosure c: Ted Schmid, Lumber One (w/enclosure) Jerry George, SEH (w/enclosure) Maynard Klever, SEH (w/enc1osure) . Dick Taufen, City of St. Joseph (w/enclosure) W:\stjoe\OJ Ofupecs\co-O.doc Short Elliott Hendrickson Inc. . Your Trusted Resource . Equal Opportunity Employer DOCUMENT 00640 CHANGE ORDER NO.2 . OWNER City of St. Joseph DATE June 17,2002 CONTRACTOR . Larson Excavatmg Contractors, Inc. ENGTINEER SEH Contract A-STJOE 0105 OWNER's No N/A Project 2001 Northland Plat Five, St. Joseph, MN You are directed to make the following changes in the Contract Documents: Description: Extend Substantial Completion to June 29, 2002 and Final Completion to September 15,2002. Reason for Change Order: Substantial Completion: Because park seeding was delayed to May 2002. Final Completion: To avoid hot weather placement of wear course. Attachments N/ A ", ;~Ú\;'·";~~!ii~]~j.;~~iiii~~:;¡zr¡s¡· . Original Contract Price: $599.138.56 10/20/01 06/15/02 Net increase (decrease) from previous Change $000 INCh N Ch Order No. to . . 0 ange 0 ange Contract price prior to the Change Order: $599,138.56 Net increase (decrease) of this Change Order: $0.00 06/29/02 09/15/02 Contract price with ail approved Change Orders: $599,138.56 06/29/02 09/15/02 RECOMMENDED: APPROVED: ACCEPTED: SEH City of St. Joseph Larson Excavating Contractors, Inc. PO Box 1717 PO Box 668 41354 County Road 9 St. Cloud, MN 56302-1717 St. Joseph, MN 56374-0668 Holdingford, MN 56340 BY~ ~ By: By: Ti' ity Engineer TItle: TItle: Date: 06/17/02 Date: Date: W:\stjoe\Ol 05\specs\co#2.doc . 2002 - 2003 LIQUOR LICENSE APPLICATIONS INTOXICATING LICENSES DUE 7-1.,02 .- NAME Off- On- Sunday. ·Whe Club ·Sale Sale Loso's Inc. X X X Loso;s Main Street Pub, 21 Minnesota St w P & L of St. Joseph, Inc. X X X . La PlavetTe, PO Box 496 EI Paso Club & Lanes, Inc. X X X . EI Paso Club & Lanes, 200 - 2nd Ave NW PO Box 58 BIP,lnc. X X X . Sal's Bar & Grill, 109 Minnesota St W St. Joe Amoco Liquor, Inc. X St. Joe Amoco Liauor, 21 Birch Sf W Hollander's of St. Joseph, Inc. X St. Joseph Liquor Shoppe, 225 Cedar St E . American Legion Post 328 X X John Kuebelbeck Post, 101 Minnesota St W College of St. Benedict X V.P. Business Office, 37 ColleQe Ave S Bo Diddley's, Inc. X Bo Diddlev's, 19 Colleae Ave N . - - . 2002 - 2003 LIQUOR LICENSE APPLICATIONS INTOXICATING LICENSES (. DUE 7-1-02 . NAME Off- On- Sunday Wine Club Sale Sale Loso's Inc. X X X Loso;s Main Street Pub, 21 Minnesota St W P & L of St. Joseph, Inc. X X X La PlavetT~, PO Box 496 EI Paso Club & Lanes, Inc. X X X EI Paso Club & Lanes, 200 - 2nd Ave NW PO Box 58 BIP, Inc. X X X Sal's Bar & Grill, 109 Minnesota St W St.Joe Amoco Liquor, Inc. X St. Joe Amoco Liquor, 21 Birch St W Hollander's of St. Joseph, Inc. X St. Joseph Liquor ShoPDe, 225 Cedar St E . American Legion Post 328 X X John Kuebelbeck Post, 101 MinnesotaSt W Co11ege of St. Benedict X V.P. Business Office, 37 Colleqe Ave S Bo Diddley's, Inc. - X Bo Diddley's, 19 ColleQe Ave N . . ~!j&) lr:r. _.. I' ¡ :..........'Tt+{l6/24/0~, 1§.l!,? FAX 32() 229 4301 SEH or ST JOSEPH ~ 001 ..-~~.'...... .........~.-.t .."'It."II.n.. .........I.~I~. .ßII1'~eJ .....-. tI. ' ·1:1.00. 25th Avenue South, P.O. Box 1711. St. Cklull. MN 55302·1717 320.&29.4800 320.229.4301 FAX .....mw· , . ~ . , àrchitectur, . engl¡¡e~ring . efl.l1i'l'unmèntal . tran:rpuTJatHJ1I. ....:¡µ........ """'" 1'f'Mt-1t '0' . ..r_ ....._,..;., June 20, 2002 RE: St. Joseph, Minnesota 2002 ßu.....iness Park Improve:ment A-STJOE 0211 14 ~.'Ø - Þ 01... .,;.-.1> ¡ If¡ , 'U¡;:UIII', Honorable Mayor and City Council _...,O!Þ.,..~.-It. _-;;._... c/o Ms. Judy Weyrens --~~ . City Administrator ..1& In....'f¡rtOI1"I. L ..nll~hHII'I' CIty of St. Joseph --." ' P.O_ Bùx 668 ."'.U· . . ..en!!.1': ' 1)1. Joseph, MN 56374-0668 !.u Iht"" ..' :.1::::::. Dear Mayor and Members of rhe City Council: '-_.11"· I!t'!''''i''it,··· ~'-'" ... Enclosed p1eå..';e find Application for Payment No. 1 for this project. We reviewed thís application and it appears to be in order. When payme:.nt is made. sign al} copies . and distribute as follows: Larson Excavating Contractors. Inc. SEH ;:;: ,: :, City of St.losðph - ¡"I"':""!'· ~..,~*...tr . ;......-.!...,... If you have any qu.estions, pleasð feel free to call us. ~~t. ~"''''.'I¥I ,II·". '==:: :s~~ccrelY' . ~ ¡£Lvi .-... .. -. .'tt~..~~~:::-: ; cr. ~ . D't[) ;$:. ' "_.~~fl" Jvkeph R. Bettendorf P.E. .........,'~'. ' :~~!:' .,. Project Manager djg Enclosures c: Amy Schaffer, SEH W''''joo\~ f:!\,o;pcg.\^PL·O.d<n: tJ·.. ~ .. tJ, -fi;,...~~ u; .\1;;11""," 1\1' ~~I"-f'.''''' ~-""""'""!'~'-~' ~: ~: Short Elliot! Hs[drick5on !rIO. . Your Trusted Resource . Equal OpPDrtunitl Employer 11II......ltl· ' ,..'tJ1.lI·' " !M"!J,~'U ,.. " :~2;::::::: . .......110' ~"...1tI··· ~........_........ . ., ". .. !~~/24/-º.!..__ 18:l.LE.¡\¡ 320 229 4301 SED -T ST JOSEPH ~OO2 1:-.... H ¡ '¡;.,.:;; III '..,........~~t.... ...........~.., DOCUME!'I.'T 00640 . l 41 I 1!~1 .. .J. tr." L.. L_ -. CHANGE ORDER NO.1 .- ....i.tVl..:. I JIll ....~t! ' . : :~~~::~;~W:NER City of St. Joseph DATE June 20, 2002 : JH:!2:°NTRACTOR Molitor Excavating, Inc. '.......,. ENGINEER SRH '....~!.,. I _.~.- ... Contract A-STJOE 0212 OWNER's No. N/A Projcct 2002 Business Park Improvements. St. Joseph, MN .. - y ~Ú:'are directe<f to make the following changes in the Contract Doco.ments: Descriplion: Change to HDPE pipe not under road section. UpSi7..e one water main service from 6- to 8-inch DI . . . ,.. water maID. Add erosion control blanket to pond slopes. "-.JI'I.. ~. ,$',I'j""i·· '~"-1P' =:.:-.,.:...... ....,: '.':~'r.: <;.:i,:?(j~~·,:r::,?~~~i~L\::_E~:(~:Y}tÆt~ - .- ~,- -~ ....- ~~J.m~fl ~iji~iifi.~ ;:iê~~jl1~~?;~~~ -~ ':f;:~~:~ ~~:: ~'" ;~~}\~'~~~~~~ '-"-,: ¥~.'"' " . . ,·ITEM:', ~';~1lNl\r,:i ';~ ,ÆMOUNlEi':,: ._~ . .;;:;. ~9A DELb-rE 42" RCP PIPE SEW DES 3006 CL ill LF $n.50 (462.00) ($33,495-:-00) , .55 42" HDPE PIPE LF $53.40 462.00 $24,670.80 '''',56 8" WATER MAlN DI CL 52 LF $10.10 53.00 $53530 ... ,. !i - ~ · "'" 57 8" GATE V.A~VE & BOX EA $790.00 1.00 $790.00 .........., ' ,.....,."'!'"'!t!, . 58 EROSION CONTROL BLANKET SY $2.25 600.00 $1,350.00 Lo...... ,..,~.. "'" I 59 RESTOCK CHARGE FOR SERVICES LS $372.14 1.00 $372.14 " . TOTAL CHANGE ORDER NO.1 ($5,776.76) ~ f'_-~.- R~oo for Change Grder: Contractor reqtJ~st to use- HDPE.. OwtIer requCSt to up¡;ize service. Blanket needed for steep pond slope. OW7.1er ~aested fewer services. · .:¡'i ¡·:Ll~~il,t'i,'~j~I',,·,i~Gl~;l'~f(,·g&~t~~,·'\~~sil1'i~ [~1:_tlt1fI;;;~ .. ;:. . ginal Contract Price: $479.797.86 081' 15102 08/30102 ; ." incre.ase (decrl;\D-,e) from previous Change $0.00 · No. to , ""i... $479,797.86 , ., .., . tract pric¢ prior to the Change Order: . · N~t iere~e. (dc(;tease) of this Change Order: (5,776.76) No Change No Change r ·.....I't!..1 .~....1t,'e -,--- $474,021.1~1 ....._... -,- H' Contract prire with a1l approved Change Ordel'$: .. RECOMMENDED: APPROVED: ACCEPTED: SEH City Of Sl Joseph, MN Molitor Excavating, Inc. PO Box: 1717 P.O. Box 668 2310 County Road 137 SL Cloud, MN 56302-1717 Sl. Joseph, fvfN 56374-0668 Waite Park, MN 56387 ¡. ~., , 4\ By: By: By: . ~.. .. ¡;. ~ .Ii. ~-- tU . ", Ii i Titl Project Engineer Title: Title: ~-.'."-1!.'!>'-' 1 C: , " -t. ___... _~, 06/20/02 Date; Date: . I . I"'~"'" ~ate~ -"_h...·.._·..·.-· - ........,..... '1,*.111,!,.i~·'{),2l2\¡rc-~~JJ .. ,pead1ß.!.d-x , 111 ... ."'ltl. II'. .~! · ,.,.......IHI - . . · ,~4&'L~.,,·· ,·f,! Il "V ... , ~,~ WII'!f .~ ~-.. .-............-- ....-... :::=~4I02 ;I,~;13 FAX 320 229 4301 8EH ...¡. ST JOSEPH 141003 æ····- .-.'" III·· ~ ......". ..,., . iii. . .....~;.. --::e"eI.I 1200 "" _" -. P.O. "".1717., St. Ow". MN "'''':1717 """".'00 """'_ FAX , _ '!:::-~: ~ ~ , ar,kitecture . engz//'e/ITtng . cnv3ronmenttJ.1 . tTan:rþ(Jrlalt(Jn . .. ~. ,. ",. !,¡..t...I, ,pi iII".'!Wlt-I, .....,~!..... ~~....,-, June 20, 2002 RE: St. Joseph, Minnesota · 'f,' ., - 2002 Business Park Improvement ....1.111 "',lln.l.. . ....1Ift". ' I. SEH No. A-STJOE 0212 14 ....Wl.n Honorable Mayor and City Council ...,Jjl~~' .. §E.. '"~,. cloMs.JndyWeyrens .. .' .. ..' ,'" ." ClerkJAdministratorfTreasurer '. I.' City of SL Joseph ..It.·!,,· 1."'I!"'It~.,.. 21 NW First Avenue '"" . p, : ' P.O. Bo]C 668 St. Joseph, MN 56374-0668 I I Dear Mayor and Members of the City Council: Enclosed find Changð Order No. 1 for this project. 'H__I> t +I" .';.'. .. ,., jj;. This change ~rder changes the ~PE pipe not uncleI'. ~~ road section, upsîzes one water main service . ,r'~.··" from 6- to 8-mch Dr water maID, and added an eroSIOn control blanket. - ~~~.. ::ii:;t;:': :~ you auÙ1òrizc the change, we wi1l send ino the contractor for signature a'Od- return it 10 you for ...m.ttt SIgDature. If' I '~IIf,~! . ~.j~U¡1.n .. ·Sincerely ~I't ft.!,' h ,'.. , t.'. ~ ~ L :t:::....'. ... ...... '.'.. ....*.I~' ' ' "'!'r'1H'" "'7-' '" ~'.- '..~- , . h R. Beuðndorf, P.E. Engineer djg Enclosure " c: Amy Schaffer, SEH .. ~.", to' W;\sljool02I~""'~.4OÇ iJoil'~..r-- "" I 1!t"'!!ß·'t!I' r: ~~1!!'-"~'" ~~~~¡ -.......~'1't··....4tt'" '.1.."'" "I.. ill.... n, ..UI,.r. .....tt; _....N!~!. . _~!:o.~,¡". .~:~.. .. "an Em" "",.."'" "". . v." ....dO"""'" . Eo'" O,po"""' Em,,,,,, ~1t..,.,. ....,-.·..·,..·401' I, Il.atIlU· I ':A~~p02 .-il.: 13 FAX 320 229 4301 SED -? 5T JOSEPH IdJ 004 : i ì ~:t::. 1........t1" ' '~"""1f1'·å: _, N ItS"'.... ~ ..~" .ð~..O ..ø -"..n ~ oJ> ~~i-.9 -.!!'~ ~ ~ ,0 -.!> ,0 -,!'~".~ ~ ~ o..Þ ~ -,!;> ~ ~ ~ ............ ..~. toO I _0 ,~ '~~..'ø' cr õ' 0...... ij'f?<::~.Q'" (j"- ð""" CI"- ø IJ'I:I 1'\...._0" Ð" 0 ~ 0. .... 0.... ..... ø-~~" a~ 0 0 ~ fill 0- gO'O ~ ~~ ~_oooo~~o<;><;>OOO~N~O~OOOOO~.~NWMM~OOOO~ ..- <'> 1ð "',,:;;:::: LQ ~:=.; ø ë·,; 0 (;) a> 0 a:> 0 po; i;? t9 M \õi ...- o N~ ~ ~~7 ~~ ~ ~ - ~~~ ~ .... ~ .". ~~~' ~~.~ 'l.,-":' ~~ g;: -. ~ LQ .... ~"', ""~ ';;";-' "':0, W c: zoo "" 7(i'. ,..,;-~ p,",-" . ~~~ wJ I æ ~ :> 0 LJJ ::E ,.'jj, ,.., r.,~ ,~~ 00 en ~ .;~ "5 , ... ;"J" .... ~.;"" , ,- o ~ooooo~ooooooO~ooo~oOOOO~I~oOOOOOOO~ ~ ~NOO(;)O~qoqqqq~~qqQ~~~~qq~q~~Q~Qqq~ a.. 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"~~:! a: ·........itH' 1= Z ~ \Øi¡...J ¡g. ~ C) 0 æ'" f~~ w 0 ffi ffi Q ,,""""'t!"1t,... ~ t..:t @\ ~ g ~ Co Co ffi c:: g ~H:: LLI : ¡¡¡ ~ _..* ..."., () w W" a:: i;(g, l<·, ~ 1-' ...J - ""'- 0 ::::¡ "':I I- '::; ~;< ~;~ % < ~ 0 œ p.. 0 ~ z '..1J ~.;('!:2 'Ji c¡:¡ r-. a:> 0> ~;.... o¢: ¡..; IJJ () Q. ~ ~~O h =~ ww~~~ ~ox 0 ~ W Q. c( Q. 0 ()- ;Q;' cø:1- to> I- ø a: 4 . - t~-.. 'P. h I 1-{:"~ &i ., I f:f' J<t"'u:.,·, ~._~."'.. .lIege Avenue NW ity of St. Josepn P.O. Box 668. St. Joseph, MN 56374 (320) 363-7201 Fax: 363-0342 CLERK! ADMINISTRATOR DATE: June 19, 2002 Judy Weyrens MEMO TO: Mayor Hosch, Council Members, City Administrator Weyrens MAYOR FROM: j' .,,1 F tL.S> Larry J. Hosch Joanne Foust & Cynthia Smith-Strack, Municipal Development Group RE: Industrial Development Bond - St. Joe Development, LLCNicWest Project COUNCILORS Bob Loso Background: Cory Ehlert St. Joe Development, LLC is proposing the issuance of an Industrial Development Bond in Ky1e Schneider conjunction with the construction of a manufacturing facility to be leased by VicWest Steel. As A1an Rassier part of the IDB process, the City was required to authorize the submission of a request for allocation by the Developer to the State of Minnesota. At its June 6th meeting the Council approved a Resolution authorizing the Developer to submit required materials to the State of Minnesota applicable to the allocation of a tax-exempt bond issuance. The City Council also called for a public hearing on the issuance of the industrial development revenue bonds on June 2th, 2002. The project consists of the construction of a 67,000 s.f. manufacturing facility (7,000 sf office, . remaining production) on 10 acres (southern portion Lot 1, Block 2) in the Buet~ner Business Park (a.k.a. St. Joseph Business Park. The single story facility will be constructed of steel and block materials with ceiling heights will range from 12' (office) to 26' (production). Construction cost is estimated at $3.2 million with an additional $500~000 for overhead cranes and land acquisition costs totaling about $380,000 for a project total of$3.8 million. The building will be leased from the LLC by VicWest. VicWest plans to move into the facility in December, 2002. The project is expected to create approximately 7 new jobs with wages of $12-$14 per hour. Project financing includes the issuance of a tax-exempt industrial development bond. The IDB process is a private transaction between the Developer and their financial consultant(s). The City's only role in the process is to approve the tax-exempt status. The City assumes no obligation in the IDB process. A representative from the Developers Financial Representative will be present to answer questions. Action: The Mayor will convene the public hearing. Input will be accepted. . NOTICE OF PliBLlC HEARING ON A PROPOSAL FOR AN INDUSTRIAL . FACILITIES DEVELOPMENT PROJECT (VICWEST PROJECT) Notice is hereby given that the City Council of the City of St. Joseph, Minnesota (the "City") will meet at City Hall in the City at 7:05 p.m. on Thursday, June 27,2002, to consider the proposal of Western Development, LLC, a Minnesota limited liability company (the "Company), that the City assist in financing the acquisition, construction and equipping of an approximately 67,000 sq. ft. building to be used to process steel for construction use to be located at the northeast corner of Elm Street and 15th Avenue in the City of St. Joseph by the issuance of industrial development revenue bonds. The maximum aggregate estimated principal amount of bonds or other obligations to be issued to finance this project is $4,200,000. The project will be owned by the Company and will be operated by Jenisys Engineered Products, Inc., a Delaware corporation, dlbla Vicwest. The bonds or other obligations if and when issued will not constitute a charge, lien or encumbrance upon any property of the City except the project, and such bonds or obligations will not be a charge against the City's general credit or taxing powers but will be payable from sums to be paid by the Company pursuant to a revenue agreement. A draft copy of the proposed application to the Commissioner of the Department of Trade and Economic Development, State of Minnesota, for approval of the project, together with all attachments and exhibits thereto, is available for public inspection from . 8:00 a.m. to 5:00 p.m., Monday through Friday, at the City Hall office in the City. At the time and place fixed for the I?ublic Hearing, the City Cotlncil of the City will give all persons who appear at the hearing an opportunity to express their views with respect to the proposal. In addition, interested persons may file written comments respecting the proposal with the Administrator-Clerk at or prior to said public hearing. Dated this 6th day of June, 2002. (BY ORDER OF THE CITY COUNCIL) By Is/) Judy Weyrens City Administrator-Clerk . IOllege Avenue NW ity of St. Joseph P.O. Box 668, St. Joseph, MN 56374 (320) 363-7201 Pax: 363·0342 DATE: June 19,2002 CLERK! MEMO TO: St. Joseph Economic Development Authority ADMINISTRATOR Mayor Hosch . Judy Weyrens City Council Members City Administrator Weyrens MAYOR rir!'V\.Y' L~ FROM: Joa ne Foust & Cynthia ith-Strack, Municipal Development Group Larry J. Hosch RE: VicWest Project: TIF COUNCILORS Bob Loso Background Cory EWert Enclosed are a draft of the plan for Tax Increment Financing District 1-4 (VicWest Project) and a Kyle Schneider corresponding Development Agreement. Alan Rassier The EDA recommended approval of the final TIF application on May 17, 2002. The City Council approved the final TIF application and authorized the preparation of a TIF Plan and Development Agreement by the City's Finance and Bond Counsel respectively at its May, 18th meeting. Nick Skarich of Juran and Moody will be at the meeting to address questions regarding the TIF plan. . The Development Agreement contains specific requirements relative to the implementation of the project and is between the City and St. Joe Development, LLC. The agreement requires the. developer to install the project in accordance with all terms and specifications contained within. Standards include, but are not limited to, start/complete dates for construction, job and wage goals and reporting of business subsidy information. The agreement requires the Developer to pay property taxes prior to receiving tax increments from the City. Action: The Mayor convene the joint EDAlCity Council meeting and open the EDAlCC public hearing and receive comments. Following discussion the EDA will make a recommendation to the City Council. The City Council, following discussion will act on the Development Agreement. Following action, the joint EDAlCC meeting will be adjourned. EDA members are free to leave. - . ., . DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ST. JOSEPH AND ST. JOE DEVELOPMENT LLC . This document drafted by: BRIGGS AND MORGAN Professional Association 2200 First National Bank Building St. Paul, Minnesota 55101 . 1415316012 TABLE OF CONTENTS . Page ARTICLE 1. DEFINITIONS.... ............................................... ...................................... ........ 2 Section 1.1 Definitions........ ................................................ ........... ........ ..... ............ 2 ARTICLE II. REPRESENTATIONS AND W ARRANTŒS........... .......... ........ ................... 4 Section 2.1 Representations and Warranties of the City......................................... 4 Section 2.2 Representations and Warranties of the Developer............................... 4 ARTICLE m. UNDERTAKINGS BY DEVELOPER AND CITY.......................................6 Section 3.1 Development Property ............. ...... ..... ............ ....... .................. ............ 6 Section 3.2 Reimbursement: Tax Increment Revenue Note................................... 6 Section 3.3 Business Subsidies Act... ......... .................................................... ........ 7 Section 3.4 No Representation Regarding Tax Increment...................................... 7 ARTICLE IV. EVENTS OF DEF AUL T ............ ......... ............. ........... .......... ....... ......... .......... 9 Section 4.1 Events of Default Defined....... .................................................... ........ 9 Section 4.2 Remedies on Default................ ........... ......................................... ........ 9 Section 4.3 No Remedy Exclusive........................................................................ 10 Section 4.4 No Implied Waiver ...................... ....... ............ .... ...... ............. ....... .....1 0 Section 4.5 Agreement to Pay Attorney's Fees and Expenses.............................. 10 . Section 4.6 Indemnification of City. ......... ......... .... ........... ..._........ ............... ........ 10 ARTICLE V. DEVELOPER'S OPTION TO TERMINATE AGREEMENT...................... 12 Section 5.1 The Developer's Option to Tenninate...........~.................................... 12 Section 5.2 Action to Tenninate ................... ......... ....... ...... ........... ....................... 12 Section 5.3 Effect of Tennination.......................... ......... ,... .................................. 12 J ARTICLE VI. ADDITIONAL PROVISIONS ........ ................................... ................ ... ........ 13 Section 6.1 Restrictions on Use ... ........... ..... ...... .... ............. .................. ................ 13 Section 6.2 Conflicts of Interest... .................... .............................. ............ ............ 13 Section 6.3 Titles of Articles and Sections...................... ............................... ...... 13 Section 6.4 Notices and Demands............. .................................... ......... .............. 13 Section 6.5 Counterparts.... ........ ............................. .............................................. 14 Section 6.6 Law Governing ...................... ....................... ............ .....................;... 14 " Section 6.7 Expiration.......... ................................................................................. 14 Section 6.8 Provisions Surviving Rescission or Expiration ................................. 14 Section 6.9 Assignability of Agreement and Note.... .......... ....... ........... ...... .......... 14 EXHIBIT A Description of Development Property .............................. ........... ................ A-I EXHIBIT B Fonn of Tax Increment Note .... .........: .................... ............ ................. ........ B-1 . 14153l6v2 -1- DEVELOPMENT AGREEMENT · THIS AGREEMENT, made as of the 27th day of June, 2002, by and between the City of S1. Joseph, Minnesota (the "City"), a municipal corporation organized and existing under the laws of the State of Minnesota and S1. Joe Development LLC (the "Developer"), a limited liability company. WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.134, the City has formed Development District No. 1 (the "Development District") and has adopted a development program therefor (the "Development Program"); and WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469 .17 4 through 469.179, as amended (hereinafter, the "Tax Increment Act"), the City has created within the Development District, Tax Increment Financing District No. 1-4 (the "Tax Increment District"), and has adopted a tax increment financing plan therefor (the "Tax Increment Plan") which provides for the use of tax increment financing in connection with certain development within the Development District; and WHEREAS, in order to achieve the objectives of the Development Program and particularly to make the land in the Development District available for development by private enterprise in conformance with the Development Program, the City has determined to assist the · Developer with the financing of certain costs of a Project (as hereinafter defined) to be constructed within the Tax Increment District as more particularly set forth in this Agreement; and WHEREAS, the City believes that the development and construction of the Project, and fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety, morals and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section ll6J.993 through ll6J.995, apply to this Agreement; and WHEREAS, the City had adopted criteria for awarding business subsidies that comply with the Business Subsidy Law, after a public hearing for which notice was published; and WHEREAS, the Council has approved this Agreement as a subsidy agreement under the Business Subsidy Law. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: · l4l53l6v2 ¡ ARTICLE 1. · DEFINITIONS Section 1.1 DefInitions. All capitalized tenns used and not otherwise defIned herein shall have the following meanings unless a different meaning clearly appears from the context: Agreement means this Agreement, as the same maybe from time to time modifIed, amended or supplemented; Business Day means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close; City means the City of St. Joseph, Minnesota; County means Steams County, Minnesota; Developer means St. Joe Development LLC, its successors and assigns; Develoµment District means the real property described in the Development Program; Develoµment Program means the development program approved in connection with the Development District; - · Development Property means the real property legally described in Exhibit A attached to this Agreement; Event of Default means any of the events described in Section 4.1 hereof; Note Payment Date means August 1, 2004, and each February 1 and August 1 of each year thereafter to and including February 1,2013; provided, that if any such Note Payment Date should not be a Business Day, the Note Payment Date shall be the next succeeding Business Day; Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank National Association in SLPaul, Minnesota, as its "prime rate" or "reference rate" or any successor rate, which rate shall change as and when that rate or successor rate changes; Proiect means the approximately 67,000 square foot manufacturing facility located on the Development Property; State means the State of Minnesota; Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.179, as amended; Tax Increment District means Tax Increment Financing District No. 1-4, located within · the Development District, which was qualified as an economic development district under the Tax Increment Act; l4153l6v2 2 Tax Increment Financing Plan means the tax increment financing plan approved for the · Tax Increment District by the City Council; Tax Increment Note means the Tax Increment Revenue Note (St. Joe Development LLC Project) to be executed by the City and delivered to the Developer pursuant to Article ITl hereof, a copy of which is attached hereto as Exhibit B; Tax Increments means the tax increments derived from the Development Property which have been received and retained by the City in accordance with the provisions of Minnesota Statutes, Section 469 .177; and Unavoidable Delays means delays, outside that control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, first or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit {other than the City) which directly result in delays. · · l415316v2 3 ARTICLE II. · REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties ofthe City. The City makes the following representations and warranties: (1) The City is a municipal corporation and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is an "economic development district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 12, and was created, adopted and approved in accordance with the tenns of the Tax Increment Act. (3) The development contemplated by this Agreement is in confonnance with the development objectives set forth in the Development Program. (4) To finance certain costs within the Tax Increment District, the City proposes, subject to the further provisions ofthis Agreement, to apply Tax Increments to reimburse the Developer for the costs ofthe Development Property as further provided in this Agreement. Section 2.2 Representations and Warranties ofthe Developer. The Developer makes the following representations and warranties: · (1) The Develäper is a limited liability company and has power to enter into this Agreement and to perfonn its obligations hereunder and is not in violation of the laws of the State. (2) The Developer shall cause the Project to be installed in accordance with the tenns of this Agreement, the Development Program, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion ofthe Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the tenns and . conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the tenns, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate with the City with respect to any litigation · commence~ with respect to the Proj ect. 14153l6v2 4 (6) The Developer will cooperate with the City in resolution of any traffic, parking, . trash removal or public safety problems which may arise in connection with the construction of the Proj ect. (7) The construction of the Proj ect shall commence on or before September 31, 2002 and, barring Unavoidable Delays, the Project will be substantially completed March 31,2003. - . . l4l5316v2 5 · ARTICLE TIL UNDERTAKINGS BY DEVELOPER AND CITY Section 3.1 Development Property. The cost of the Development Property shall be paid by the Developer. The City shall reimburse the Developer for the lesser of $ or the costs of the Development Property actually paid by the Developer (the "Reimbursement Amount") as further provided in Section 3.2 hereof. Section 3.2 Reimbursement: Tax Increment Revenue Note. The City shall reimburse for the costs identified in Section 3.1 through the issuance of the City's Tax Increment Revenue Note in substantially the fonn attached to this Agreement as Exhibit B, subject to the following conditions: (1) The Note shall be dated, issued and delivered when the Developer shall have demonstrated in writing to the reasonable satisfaction of the City that the Developer has incurred and paid the cost of the Development Property, as described in and limited by Section 3.1 and shall have submitted paid invoices in an amount not less than the Reimbursement Amount. (2) The unpaid principal amount of the Note shall bear interest from the date of issuance of the Note, at _% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. - · (3) The principal amount of the Note and the interest thereon shall be payable solely from 90% of the Tax Increments. (4) On each Note Payment Date and subject to the provisions of the Note, the City shall pay, against the principal and interest outstanding on the Note, 90% of the Tax Increments received by the City during the preceding 6 months. All such payments shall be applied first to accrued interest and then to reduce the principal of the Note. (5) The Note shall be a special and limìted obligation ofthe City and not a general obligation ofthe City, and only Tax Increments shall be used to pay the principal and interest on the Note. If, on any Note Payment Date, the Tax Increments for the payment of the accrued and unpaid interest onthe Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Note PaYment Date there are Tax Increments in excess of the amounts needed to pay the accrued interest then due on the Note. (6) The City's obligation to make payments on the Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 4.2(b). (7) The Note shall be governed by and payable pursuant to the additional tenns thereof, as set forth in Exhibit B. In the event of any conflict between the tenns of the Note and · the terms of this Section 3.2, the terms of the Note shall govern. The issuance of the Note pursuant and subject to the terms ofthisAgreement, and the taking by the City of such additional 14l53l6v2 6 actions as bond counsel for the Note may require in COlll1ection therewith, are hereby authorized · and approved by the City. Section 3.3 Business Subsidies Act. (1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 to 116J.995 (the "Business Subsidies Act"), the Developer acknowledges and agrees that the amount of the "Business Subsidy" granted to the Developer under this Agreement is the Reimbursement Amount which is the amount of the cost of the Development Property and the Site Improvements reimbursed by the City, and that the Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The Tax Increment District is an "economic development" district and the public purpose of the Business Subsidy is to develop new jobs within the City and encourage the installation ofthe Site Improvements and to develop manufacturing facilities in the City. The Developer agrees that it will meet the following goals (the "Goals"): It will create at least seven (7) full-time equivalent job in connection with the development of the Development Property at a direct hourly wage of at least $10.00 per hour within two years from the "Benefit Date", which is the date the Project is completed. (2) If the Goals are not met, the Developer agrees to repay all or a part of the Business Subsidy to the City, plus interest ("Interest") set at the implicit price deflator defined in Minnesota Statutes, Section 275.70-, Subdivision 2, accruing from and after the Benefit Date, compounded -semiannually. If the Goals are met in part, the Developer will repay a portion of the Business Subsidy (plus Interest) deteÏmined by multiplying the Business Subsidy by a · fraction, the numerator of which is the number of jobs in the Goals which were not created at the wage level set forth above and the denominator of which is seven (7) (i.e. number 9fjobs set forth in the Goals). (3) The Developer agrees to (i) report its progress on achieving the Goals to the City until the Goals are met, or the Business Subsidy is repaid, whichever occurs earlier, (ii) include in the report the infonnation required in Subdivision 7 of the Jobs Act on fOTITIS developed by the Minnesota Department of Trade and Economic Development, and (iii) send completed reports to the City. The Developer agrees to file these reports no later than March 1 of each year commencing March 1, 2003, and within 30 days after the deadline for meeting the Goals. The City agrees that if it does not receive the reports, it will mail the Developer a warning within one week of the required filing date. Ifwithin 14 days of the post marked date of the warning the reports are not made, the Developer agrees to pay to the City a penalty of $1 00 for each subsequent day until the report is filed up to a maximum of$I,OOO. (4) The Developer agrees to continue operations within the City for at least five (5) years after the Benefit Date. (5) There are no other state or local government agencies providing financial assistance for the Project other than the City. Section 3.4 No Representation Regarding Tax Increment. The City's financial commitment under this Agreement with regard to reimbursement for the Development Property · 14153l6v2 7 · is a revenue obligation only and will be paid by the City only oùt of Tax Increments. The City makes no representations or warranties that the Tax Increments will be sufficient to reimburse the Developer for the cost ofthe Development Property. The Developer acknowledges that Tax Increment is subject to calculations by the County and changes in State law and that some or all ofthe cost of the Development Property may not be repaid prior to February 1,2013. The Developer acknowledges that the 2001 State legislature enacted significant changes to the Tax Increment Act and to the property tax structure in the State, which changes may have an adverse impact on the amount of Tax Increments. The Developer also acknowledges that the estimates of Tax Increments which may have been made by the City or its agents, officers or employees are estimates only and are not intended for the Developer's reliance. - · · 14l5316v2 8 ARTICLE IV. . EVENTS OF DEFAULT Section 4.1 Events of Default Defined. The following shall be "Events of Default" under this Agreement and the tenn "Event of Default" shall mean whenever it is used in this Agreement anyone or more of the following events: (a) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the Development Property. (b) Failure by the Developer to cause the installation of the Project to be completed pursuant to the tenns, conditions and limitations of this Agreement. (c) Failure ofthe Developer to observe or perfonn any other covenant, condition, obligation or agreement on its part to be observed or perfonned under this Agreement. (d) If the Developer shall (A) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law;-or . (B) make an assignment for the benefit of its creditors; or (C) admit in writing its inability to pay its debts generally as they become due; or (D) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal Of state law shall be filed in any court and such petition Of answer shall not be discharged or denied within sixty (60) days after the filing thereof; or a receiver, trustee or liquidator ofthe Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty (60) days after such appointment, Of if the Developer, shall consent to or acquiesce in such appointment. Section 4.2 Remedies on Default. vVhenever any Event of Default referred to in Section 4.1 occurs and is continuing, the City, as specified below, may take anyone or more of the following actions after the giving of thirty (30) days' written notice to the Developer citing with specificity the item or items of default and notifying the Developer that it has thirty (30) days within which to cure said Event of Default. If the Event of Default has not been cured within said thirty (30) days: . l415316v2 9 · (a) The City may suspend its performance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance under this Agreement. (b) The City may cancel and rescind the Agreement. (c) The City may take any action, including legal or administrative action, in law or equity, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be . exercised from time to time and as often as may be deemed expedient. Section 4.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. - · . Section 4.5 Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of Default occurs and the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. Section 4.6 Indemnification of City. (1) The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly · arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or l4l5316v2 10 the acquisition, construction, installation, ownership, and operation of the Project; provided, that . this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss if incurred or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing the Tax Increment District to not qualify or cease to qualify as an "economic development district" under Section 469.174, Subdivision 12, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4c. (3) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City, as the case may be. - . . l4l5316v2 11 . ARTICLE V. DEVELOPER'S OPTION TO TERMINATE AGREEMENT Section 5.1 The Developer's Option to Terminate. This Agreement may be terminated by Developer, if (i) the Developer is in compliance with all material terms of this Agreement and no Event of Default has occurred; and (ii) the City fails to comply with any material term of this Agreement, and, after written notice by the Developer of such failure, the City has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt of such notice, the City has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance will be cured as soon as reasonably possible. Section 5.2 Action to Tenninate. Termination of this Agreement pursuant to Section 5.1 must be accomplished by written notification by the Developer to the City within sixty (60) days after the date when such option to tenninate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of her rights to terminate this Agreement due to such occurrence or event. Section 5.3 Effect of Termination. If this Agreement is terminated pursuant to this Article V, this Agreement shall be from such date forward null and void and of no further effect; provided, however, the termination of this Agreement shall not affect the rights of either party to institute any action, claim or demand for damages suffered as a result of or each or default of the . terms of this Agreement by the other party, or to recover amounts which had aGCrued and become- due and payable as of the date of such termination. Upon termination of this Agreement pursuant to tl1is ArticleV, the Developer shall be free to proceed with the Project at her own expense and without regard to the provisions of this Agreement; provided, however, that the City shall have no further obligations to the Developer with respect to reimbursement of the expenses set forth in Section 3.2. - .......... l415316v2 12 ARTICLE VI. . ADDITIONAL PROVISIONS Section 6.1 Restrictions on Use. The Developer agrees for herself, its successor and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and its successors and assigns shall operate, or cause to be operated, the Proj ect as a manufacturing facility and shall devote the Development Property to, and in accordance with, the uses specified in this Agreement. Section 6.2 Conflicts of Interest. No member of the governing body or other official of the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the City shall be personally liable to the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 6.3 Titles of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 6.4 Notices and Demands. Except as otherwise expressly provided in this . Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) in the case of the Developer is addressed to or delivered personally to: Mike Gohman St. Joe Development LLC 815 East County Road 75 St. Joseph, Minnesota 56374 (b) in the case of the City is addressed to or delivered personally to the City at: City of St. Joseph S1. Joseph City Hall 21 1st Avenue NW S1. Joseph, Minnesota 56374-0668 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. - ......... 14153l6v2 13 . Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 6.6 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. Section 6.7 Expiration. This Agreement shall expire on February 1,2013, unless earlier tenninated or rescinded" in accordance with its tenns. Section 6.8 Provisions Surviving Rescission or Expiration. Sections 3.3, 4.5 and 4.6 shall survive any rescission, tennination or expiration ofthis Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 6.9 AssÜmability of Agreement and Note. This Agreement and the Note may be assigned only with the consent of the City which consent shall not be unreasonably withheld. . - l4l5316v2 14 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its . name and on its behalf and its seal to be hereunto duly affixed, and the Developer has caused this Agreement to be duly executed on its behalf, on or as of the date first above written. THE CITY OF ST. JOSEPH By Its Mayor By Its City Administrator (SEAL) . This is a signature page to the Development Agreement by and between the City of St. Joseph and St. Joe Development LLC. - - l415316v2 15 ; . ST. JOE DEVELOPMENT LLC By Its - . This is a signature page to the Development Agreement by and between the City of St. Joseph and St. Joe Development LLC. . 1415316v2 16 I . EXHIBIT B FOnTI of Tax Increment Note No. R-1 $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF STEARNS IN AND FOR THE CITY OF ST. JOSEPH TAX INCREMENT REVENUE NOTE (ST. JOE DEVELOPMENT LLC PROJECT) The City of St. Joseph, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment Amounts") to St. Joe Development LLC (the "Developer") or its registered assigns (the "Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall equal from time to time the principal amount stated above, as redaced to the extent that such principal installmerits shall have been paid in . whole or in part pursuant _to the tenns hereof; provided that the sum of the principal amount listed above shall in no event exceed $643,000 as provided in that certain Development Agreement, dated as of June 27,2002, as the same may be amended from time to time (the "Development Agreement"), by and between the City and the Developer. The unpaid principal amount hereof shall bear interest from the date ofthis Note at the simple non-compounded rate of percent ( %) per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. The amounts due under this Note shall be payable on August 1,2004, and on each February 1 and August 1 thereafter to and including February 1,2013, or, if the first should not be a Business Day (as defined in the Development Agreement) the next succeeding Business Day (the "Payment Dates"). On each Payment Date the City shall pay by check or draft mailed to the person that was the Registered Owner ofthis Note at the close of the last business day of the City preceding such Payment Date an amount equal to the sumof90% of the Tax Increments (hereinafter defmed) received by the City during the six month period preceding such Payment Date. All payments made by the City under this Note shall first be applied to accrued interest and then to principal. The Payment Amounts due hereon shall be payable solely from 90% of tax increments (the "Tax Increments") from the Development Property within the City's Tax Increment Financing District No. 1-4 (the "Tax Increment District") within its Development District No. 1 which are paid to the City and which the City is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.179, as the same may be amended or - supplemented from time to time (the "Tax Increment Act"). This Note shall tenninate and be of - no further force and effect following the last Payment Date defined above, on any date upon 14l5316v2 B-1 which the City shall have tenninated the Development Agreement under Section 4.2(b) thereof . or the Developer shall have terminated the Development Agreement under Article V thereof, or on the date that all principal interest payable hereunder shall have been paid in full, whichever occurs earliest. The City makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The City's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City elects to cancel and rescind the Development Agreement, the City shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3.2 thereof, for a fuller statement of the rights and obligations of the City to pay the principal of this Note, and said prov'isions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the City and is payable by the City only from the_sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the City of St. Joseph, Minnesota, and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of . the principal of this Note and no property or other asset of the City, save and except the above-referenced Tax Increments, is or shall be a source of payment of the City's obligations hereunder. - This Note is issued by the City in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the City. In order to assign the Note, the assignee shall surrender the same to the City either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the City. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be perfonned precedent to and in the issuance oftrus Note have been done, have happened, and have been perfonned in regular and due fonn, time, and manner as required by law; and that this Note, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation thereon. .- - J415316v2 B-2 ¡ I . IN WITNESS WHEREOF, City ofSt. Joseph, Minnesota, by its City Council, has caused this Note to be executed by the manual signatures of its Mayor and City Administrator and has caused this Note to be dated as of City Administrator Mayor . .- - l4l53l6v2 B-3 CERTIFICATION OF REGISTRATION . It is hereby certified that the foregoing Note was registered in the name ofSt. Joe Development LLC and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME A1\TJ) ADDRESS OF DATE OF SIGNATURE OF CITY REGISTERED O\VNER REGISTRATION ADMINISTRATOR St. Joe Development LLC - . - - l4153l6v2 B-4 _liege AvenueNW ity of St. Joseph P.O. Box 668, St. Joseph, MN 56374" (320) 363-7201 Fax: 363-0342 DATE: June 19, 2002 CLERK! MEMO TO: St. Joseph Economic Development Authority ADMINISTRATOR Mayor Hosch " Judy Weyrens City Council Members City Administrator Weyrens MAYOR ~y L~ . " FROM: Jo ne Foust & Cynthia ith-Strack, Municipal Development Group Larry J. Hosch RE: VicWest Project: TIF COUNCILORS Bob Loso Background Cory Ehlert Enclosed are a draft of the plan for Tax Inérement Financing District 1-4 (VicWest Project) and a Kyle Schneider corresponding Development Agreement. Alan Rassier The EDA recommended approval of the final TIF. application on May 17, 2002. The City Council approved the final TIF application and authorized the preparation of a TIF Plan and Development Agreement by the City's Finance and Bond Counsel respectively at its May, 18th meeting. Nick Skarich of Juran and Moody will be at the meeting to . address questions regarding the TIF plan. - . The Development Agreement contains specific requirements relative to the implementation of the project and is between-the City and St. Joe Development, LLC. The agreement requires the developer to install the project in accordance with all terms and specifications contained within. Standards include,but are not timited to, start/complete dates for construction, job and wage goals and reporting of business subsidy information. The agreement requires the Developer to pay property taxes prior to receiving tax increments from the City. Action: The Mayor convene the joint EDAlCity Council meeting and open the EDA/CC public hearing and receive comments. Following discussion the EDA will make a recommendation to the City Council. The City Council, following discussion will act on the Development Agreement. Following action, the joint EDAlCC meeting will be adjourned. EDA members are free to leave. - - - ;! . . DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ST. JOSEPH AND ST. JOE DEVELOPMENT LLC - . This document drafted by: BRlGGS AND MORGAN Professional Association 2200 First National Bank Building S1. Paul, Minnesota 55101 - - 1415316;12 , TABLE OF CONTENTS . Page ARTICLE 1. DEFINITIONS.. ............... ...... ........~. .............. .................. ...... .......... ....... ......... 2 Section 1.1 Definitions.............................,.............................................................. 2 ARTICLE n. REPRESENTATIONS AND WARRANTIES................................................ 4 Section 2.1 Representations and Warranties of the City......................................... 4 Section 2.2 Representations and Warranties of the Developer............................... 4 ARTICLE ill. UNDERTAKINGS BY DEVELOPER AND CITy....................................... 6 Section 3.1 Development Property .... ........... ........... ........... .... ............... .... ............. 6 Section 3.2 Reimbursement: Tax Increment Revenue Note................................... 6 Section 3.3 Business Subsidies Act ................ .'... ..... ...... ..... ....... ..................... ........ 7 Section 3.4 No Representation Regarding Tax Increment......~............................... 7 ARTICLE IV. EVENTS OF DEF AUL T ............................................. ....................... ............. 9 Sèction 4.1 Events of Default Defined ..... ....... .......... ...... ...... ...... .............. ..... ........ 9 Section 4.2 Remedies on Default.................................................. .......................... 9 Section 4.3 No Remedy Exclusive.................................................................. ...... 10 Section 4.4 No Implied Waiver......... ....... ..................... ............ ....... ......... ........ '" .1 0 Section 4.5 Agreement to Pay Attorney's Fees and Expenses .............................. 10 . Section 4.6 Indemnification of City ...~;.......... ........................ ............... ............... 10 ARTICLE V. DEVELOPER'S OPTION TO TERMINATE AGREEMENT...................... 12 Section 5.1 The Developer's Option to Termimite................................................ 12 Section 5.2 Action to Terminate.... ......... .... ....... ...... .................................. ........... 12 Section 5.3 Effect of TeITIiination............. .......................... ..... ....................... ...... 12 I ARTICLE VI. ADDITIONAL PROVISIONS .............. ........... ....... ....... ................... ............ 13 Section 6.1 Restrictions on Use ..................... ........ ................ ........ ....... ........ .,...... 13 Section 6.2 Conflicts of Interest. ............................ ................ ........ ........................ 13 Section 6.3 Titles of Articles and Sections........................................................... 13 Section 6.4 Notices and Demands ....................... ........ .................... ............. ........ 13 Section 6.5 Counterparts.... ...... ...... ........... ............. ................. .............................. 14 Section 6.6 Law Governing ..... .............................................................. ............... 14 Section 6.7 Expiration. ........... ................................................ ............................... 14 Section 6.8 Provisions Surviving Rescission or Expiration ................................. 14 Section 6.9 Assignability of Agreement and Note................................................ 14 EXHIBIT A Description of Development Property ......................................... ................ A-I EXHIBIT B Form of Tax Increment Note ....... .......................................................... ...... B-1 . 1415316v2 -1- DEVELOPMENT AGREEMENT · THIS AGREEMENT, made as of the 27th day of June, 2002, by and between the City of St. Joseph, Minnesota (the "City"), a municipal corporation organized and existing under the laws ofthe State of Minnesota and S1. Joe Development LLC (the "Developer"), a limited liability company. WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.134, the City has fonned Development District No. 1 (the "Development District") and has adopted a development program therefor (the "Development Program"); and WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.179, as amended (hereinafter, the "Tax Increment Act"), the City has created within the Development District, Tax Increment Financing District No. 1-4 (the "Tax Increment District"), and has adopted a tax increment financing plan therefor (the "Tax Increment Plan") which provides for the use of tax increment financing in connection with certain development within the Development District; and WHEREAS, in order to achieve the objectives of the Development Program and particularly to make the land in the Development District available for development by private enterprise in conformance with the Development Program, the City has -determined to assist the · Developer with the financing of certain costs of a Project (as hereinafter defined) to be constructed within the Tax Increment District as more particularly set forth in this Agreement; and WHEREAS, the City believes that the development and construction of the Project, and fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety, morals and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section 116J.993 through 116J.995, apply to this Agreement; and WHEREAS, the City had adopted criteria for awarding business subsidies that comply with the Business Subsidy Law, after a public hearing for which notice was published; and "WHEREAS, the Council has approved this Agreement as a subsidy agreement under the Business Subsidy Law. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: · 14153l6v2 . i . ARTICLE 1. DEFINITIONS Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Agreement means this Agreement, as the same may be from time to time modified, amended or supplemented; Business Dav means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City are authorized by law or exec~tive.order to close; City means the City of St. Joseph, Minnesota; ; County means Steams County, Minnesota; Developer means St. Joe Development LLC, its successors and assigns; Development District means the real property described in the Development Program; Development Program means the development program approved in connection with the Development District; - . Development Property means the real property legally described in Exhibit A attached to this Agreement; Event ofDefaù1t means any of the events described in Section 4.1 hereof; Note Payment Date means August 1, 2004, and each February 1 and August 1 of each year thereafter to and including February 1, 2013; provided, that if any such Note Payment Date should not be a Business Day, the Note Payment Date shall be the nex;t succeeding Business Day; Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank National Association in St. Paul, Minnesota, as its "prime rate" or "reference rate" or any successor rate; which rate shall change as and when that rate or successor rate changes; Proiect means the approximately 67,000 square foot manufacturing facility located on the Development Property; State means the State of Minnesota; Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469;179, as amended; Tax Increment District means Tax Increment Financing District No. 1-4, located within . the Development District, which was qualified as an economic development district under the Tax Increment Act; 14l5316v2 2 ; Tax Increment Financing Plan means the tax increment financing plan approved for the . Tax Increment District by the City Council; Tax Increment Note means the Tax Increment Revenue Note (St. Joe Development LLC Project) to be 'executed by the City and delivered to the Developer pursuant to Article ill hereof, a copy of which is attached hereto as Exhibit B; Tax Increments means the tax increments derived from the Development Property which have been received and retained by the City in accordance with the provisions of Minnesota Statutes, Section 469.177; and Unavoidable Delays means delays, outside that control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, first or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the City) which directly result in delays. - . . l415316v2 3 " ARTICLE ll. . REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the City. The City makes the following representations and warranties: (1) The City is a municipal corporation and has the power to· enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is an "economic development district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 12, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Development Program. (4) To finance certain costs within the Tax Increment District, the City proposes, . subject to the further provisions of this Agreement, to apply Tax Increments to reimburse the Developer for the costs of the Development Property as further provided in this Agreement. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: .- - (1) The Developer is a limited liability company and has power to enter into this Agreement and to perform its obligations hereunder and is not in violation of the law-s of the State. (2) The Developer shall cause the Project to be installed in accordance with the terms of this Agreement, the Development Program, and a1110cal, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) Neither the execution and delivery ofthis Agreement, the consummation of the transactions èontemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) The Developer will cooperate with the City with respect to any litigation . commence~ with respect to the Project. 14l5316v2 4 (6) The Developer will cooperate with the City in resolution of any traffic, parking, . trash removal or public safety problems which may arise in connection with the construction of the Proj eet. (7) The construction of the Project shall commence on or before September 31,2002 and, barring Unavoidable Delays, the Project will be substantially completed March 31, 2003. - . . 1415316v2 5 . ARTICLE m. UNDERTAKINGS BY DEVELOPER AND CITY Section 3.1 Development Property. The cost of the Development Property shall be paid by the Developer. The City shall reimburse the Developer for the lesser of $ or the costs of the Development Property actually paid by the Developer (the "Reimbursement Amount") as further provided in Section 3.2 hereof. Section 3.2 Reimbursement: Tax Increment Revenue Note. The City shall reimburse for the costs identified in Section 3.1 through the issuance of the City's Tax Increment Revenue Note in substantially the form attached to this Agreement as Exhibit B, subject to the following conditions: (1) The Note shall be dated, issued and delivered when the Developer shall have demonstrated in writing to the reasonable satisfaction of the City that the Developer has ip.curred and paid the cost of the Development Property, as described in and limited by Section 3.1 and shall have submitted paid invoices in an amount not less than the Reimbursement Amount. (2) The unpaid principal amount of the Note shall bear interest from the date of issuance of the Note, at _% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. - - -. (3) The principal amount of the Note and the interest thereon shall be payable solely from 90% of the Tax Increments. - (4) On each Note Payment Date and subject to the provisions ofthe Note, the City shall pay, against the principal and interest outstanding on the Note, 90% ofthe Tax Increments received by the City during the preceding 6 months. All such payments shall be applied first to accrued interest and then to reduce the principal of the Note. (5) The Note shall be a special and limited obligation of the City and not a general obligation ofthe City, and only Tax Increments shall be used to pay the principal and interest on the Note. If, on any Note Payment Date, the Tax Increments for the payment of the accrued and unpaid interest on the Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Note Payment Datethere are Tax Increments in excess of the amounts needed to pay the accrued interest then due on the Note. (6) The City's obligation to make payments on the Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time bean Event of Default that has occurred and is continuing under this Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 4.2(b). (7) The Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms of the Note and . the terms ofthis Section 3.2, the terms of the Note shall govern. The issuance of the Note pursuant and subj ect to the terms of this Agreement, and the taking by the City of such additional l4153l6v2 6 actions as bond counsel for the Note may require in connection therewith, are hereby authorized . and approved by the City. Section 3.3 Business Subsidies Act. (1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 to 116J.995 (the "Business Subsidies Act"), the Developer acknowledges and agrees that the amount of the "Business Subsidy" granted to the Developer under this Agreement is the Reimbursement Amount which is the amount of the cost of the Development Property and the Site Improvements reimbursed by the City, and that the Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The Tax Increment District is an "economic development" district and the public purpose of the Business Subsidy is to develop new jobs within the City and encourage the installation ofthe Site Improvements and to develop manufacturing facilities in the City. The Developer agrees that it will meet the following goals (the "Goals"): It will create at least seven (7) full-time equivalent job in connection with the development of the Development Property at a direct hourly wage of at least $10.00 per hour within two years from the "Benefit Date", which is the date the Project is completed. (2) If the Goals are not met, the Developer agrees to repay all or a part of the Business Subsidy to the City, plus interest ("Interest") set at the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2, accruing from and after the Benefit Date, compounded semiannually. If the Goals are met in part, the Developer will repay a portion of the Business Subsidy (plus Interest) determined by multiplying the Business Subsidy by a . fraction, the numerator of which is the number of jobs in the Goals which were not created at the wage level set forth above and the denominator of which is seven (7) (i.e. nl!mber of jobs set forth in the Goals). (3) The Developer agrees to (i) report its progress on achieving the Goals to the City until the Goals are met, or the Business Subsidy is repaid, whichever occurs earlier, (ii) include in.the report the infonnation required in Subdivision 7 of the Jobs Act on fonns developed by the Minnesota Department of Trade and Economic Development, and (iii) send completed reports to the City. The Developer agrees to file these reports no later than March 1 of each year commencing March 1, 2003, and within 30 days after the deadline for meeting the Goals. The City agrees that if it does not receive the reports, it will mail the Developer a warning within one week of the required filing date. Ifvrithin 14 days of the post marked date of the warning the reports are not made, the Developer agrees to pay to the City a penalty of $1 00 for each subsequent day until the report is filed up to a maximum of $1,000. (4) The Developer agrees to continue operations within the City for at least five (5) years after the Benefit Date. (5) There are no other state or local government agencies providing [mancial assistance for the Project other than the City. Section 3.4 No Representation Re2:arding Tax Increment. The City's financial commitment under this Agreement with regard to reimbursement for the Development Property . 1415316v2 7 I . is a revenue obligation only and will be paid by the City only out of Tax Increments. The City makes no representations or warranties that the Tax Increments will be sufficient to reimburse the Developer for the cost of the Development Property. The Developer acknowledges that Tax Increment is subject to calculations by the County and changes in State law and that some or all of the cost of the Development Property may not be repaid prior to February I, 2013. The Developer acknowledges that the 2001 State legislature enacted significant changes to the Tax Increment Act and to the property tax structure in the State, which changes may have an adverse impact on the amount of Tax Increments. The Developer also acknowledges that the estimates of Tax Increments which may have been made by the City or its agents, officers or employees are estimates only and are not intended for the Developer's reliance. - . - . l4l5316v2 8 ARTICLE IV. . EVENTS OF DEFAULT Section 4.1 Events of Default Defined. The following shall be "Events of Default" under this Agreement and the tenn "Event of Default" shall mean whenever it is used in this Agreement anyone or more of the following events: (a) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the Development Property. (b) Failure by the Developer to cause the installation of the Project to be completed pursuant to the tenns, conditions and limitations of this Agreement. (c) Failure of the Developer to observe or perfonn any other covenant, condition, obligation or agreement on its part to be observed or perfonned under this Agreement. (d) If the Developer shall (A) file any petition in bankruptcy or for any reorganization, - arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar - federal or state law; or . (B) make an assignment for the benefit of its creditors; or - (C) admit in writing its inability to pay its debts generally as they become due; or (D) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; or a receiver, trustee or liquidator ofthe Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty (60) days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. Section 4.2 Remedies on Default. Whenever any Event of Default referred to in Section 4.1 occurs and is continuing, the City, as specified below, may take anyone or more of the following actions after the giving of thirty (30) days' written notice to the Developer citing with specificity the item or items of default and notifying the Developer that it has thirty (30) days within which to cure said Event of Default. If the Event of Default has not been cured within said thirty (30) days: . l4l5316v2 9 . (a) The City may suspend its perfonnance under this Agreement until it receives assurances from the Developer, deemed adequate by the City, that the Developer . will cure its default and continue its perfonnance under this Agreement. (b) The City may cancel and rescind the Agreement. (c) The City may take any action, including legal or administrative action, in law or equity, which may appear necessary or desirable to enforce perfonnance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 4.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder.- . Section 4.5 Agreement tb Pay Attornev's Fees and Expenses. Whenever any Event of Default occurs and the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcem-ent or perfonnance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. Section 4.6 Indemnification of City. (1) The Developer releases from and covenants and agrees that the City, its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold hannless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid hann1ess from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly . arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or 14l5316v2 10 the acquisition, construction, installation, ownership, and operation ofthe Project; provided, that · this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon from the date the loss if incurred or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Proj ect causing the Tax Increment District to not qualify or cease to qualify as an "economic development district" under Section 469.174, Subdivision 12, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4c. (3) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee ofthe City, as the case may be. · · l4l53l6v2 11 ! . ARTICLE V. DEVELOPER'S OPTION TO TERMINATE AGREEMENT Section 5.1 The Developer's. Option to Tenninate~ This Agreement may be tenninated by Developer, if (i) the Developer is in compliance with all material tennsofthis Agreement and no Event of Default has occurred; and (ii) the City fails to comply with any material tenn of this Agreement, and, after written notice by the Developer of such failure, the City has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt of such notice, the City has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance will be cured as soon as reasonably possible. Section 5.2 Action to Tenninate. Termination of this Agreement pursuant to Section 5.1 must be accomplished by written notification by the Developer to the City within sixty (60) days after the date when such option to terminate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of her rights to tenninate this Agreement due to such occurrence or event. Section 5.3 Effect ofTennination. If this Agreement is tenninated pursuant to this Article V, this Agreement" shall be from such date forward null and void and of no further effect; provided, however, the tennination of this Agreement shall not affect the rights-of either party to institute any action, claim or demand for damages sûffered as a result ofbteach or default of the . tenns of this Agreement by the other party, or to recover amounts which had accrued and become due and payable as of the- date of such terrnillation. Upon tennination of this Agreement pursuant to this Article V, the Developer shall be free to proceed with the Project at her own expense and without regard to -the provisions of this Agreement; provided, hòwever, that the City shall have no further obligations to the Developer with respect to reimbursement of the expenses set forth in Section 3.2. . 1415316v2 12 ARTICLE VI. · ADDITIONAL PROVISIONS Section 6.1 Restrictions on Use. The Developer agrees for herself, its successor and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and its successors and assigns shall operate, or cause to be operated, the Project as a manufacturing facility and shall devote the Development Property to, and in accordance with, the uses specified in this Agreement. Section 6.2 Conflicts of Interest. No member of the governing body or other official of the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the City shall be personally liable to the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 6.3 Titles of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for convenience ofreference onl~ and shall be disregarded in construing or interpreting any of its provisions. Section 6.4 Notices and Demands. Except as otherwise expressly provided in this · Agreement, a notice, demand oroth~r communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) in the case of the Developer is addressed to or delivered personally to: Mike Gohman St. Joe Development LLC 815 East County Road 75 St. Joseph, Minnesota 56374 (b) in the case of the City is addressed to or delivered personally to the City at: City of St. Joseph St. Joseph City Hall 21 1st Avenue NW St. Joseph, MÜlnesota 56374-0668 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. · 1415316v2 13 · Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 6.6 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. Section 6.7 Expiration. This Agreement shall expire on February 1,2013, unless earlier tennÌnated or rescinded in accordance with its tenns. ¡ Section 6.8· Provisions Surviving Rescission: or Expiration. Sections 3.3,4.5 and 4.6 shall survive any rescission, termination or expiration ofthis Agreement with respect to or arising out of any event, occurrence or círcumstance existing prior to the date thereof. . Section 6.9 Assignability of A~éement and Note. This Agreement and the Note may be assigned only with the consent of the City which consent shall not be unreasonably withheld. - · · 14l5316v2 14 , IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its . name and on its behalf and its seal to be hereunto duly affixed, and the Developer has caused this Agreement to be duly executed on its behalf, on or as of the date first above written. THE CITY OF ST. JOSEPH By Its Mayor By Its City Administrator (SEAL) - . This is a signature page to the Development Agreement by and between the City of S1. Joseph and S1. Joe Development LLC. . l415316v2 15 ; ,. . ST. JOE DEVELOPMENT LLC By Its - . This is a signature page to the Development Agreement by and between the City of S1. Joseph and S1. Joe Development LLC. . 14153l6v2 16 , ; · EXHIBIT B Form of Tax Increment Note No. R-l $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF STEARNS IN AND FOR THE CITY OF ST. JOSEPH TAX INCREMENT REVENUE NOTE (ST. JOE DEVELOPMENT LLC PROJECT) The City of St. Joseph, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter deêcribed (the "Payment Amounts") to St. Joe Development LLC (the "Developer") or its registered assigns (the "Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amoun.t of this Note shall equal from time to time the principal amount s-tated above, as reduced to the extent that such principal instalhnents shall have been paid in · whole. or in part pursuant to the terms hereof; provided that the sum of the principal amount listèd above shall in no event exceed $643,000 as provided in that certain Development Agreement, dated as of June 27, 2002, as the same may be amended from time to time (the 1'Develöpment Agreement"), by and between the City and the Developer. The unpaid principal amount hereof shall bear interest from the date of this Note at the simple non-compounded rate of percent ( %) per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. The amounts due under this Note shall be payable on August 1,2004, and on each February 1 and August 1 thereafter to and including February 1,2013, or, if the first should not be a Business Day (as defined.in the Development Agreement) the next succeeding Business Day (the "Payment Dates"). On each Payment Date the City shall pay by check or draft mailed to the person that was the Registered Owner ofthis Note at the close ofthe last business day of the City preceding such Payment Date an amount equal to the sum of 90% of the Tax Increments (hereinafter defined) received by the City during the six month period preceding such Payment Date. All payments made by the City under this Note shall first be applied to accrued interest -and then to principal. The Payment Amounts due hereon shall be payable solely from 90% oftax increments (the "Tax Increments") from the Development Property within the City's Tax Increment Financing District No. 1-4 (the "Tax Increment District") within its Development District No. 1 which are paid to the City and whjch the City is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.179, as the same may be amended or · supplemented from time to time (the "Tax Increment Act"). This Note shall terminate and be of no further force and effect following the last Payment Date defined above, on any date upon 1415316v2 B-1 which the City shall have terminated the Development Agreement under Section 4.2(b) thereof . or the Developer shall have tenninated the Development Agreement under Article V thereof, or on the date that all principal interest payable hereunder shaH have been paid in full, whichever occurs earliest. The City makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The City's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the City elects to cancel and rescind the Development Agreement, the City shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 3.2 thereof, for a fuller statement of the rights and obligations ofthe City to pay the principal of this Note, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the City and is payable by the City only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation ofthe City of St. Joseph, Minnesota, and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of . the principal of this Note and no property or other asset of the City, save and except-the above-referenced Tax Increments, is or shall be a source of payment of the City's obligations hereunder. - - This Note is issued by the City in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the City. In order to assign the Note, the assignee shall surrender the same to the City either in exchange for a new fully registered note or for transfer ofthis Note on the registration records for the Note maintained by the City. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance ofthis Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation thereon. . l4l53l6v2 B-2 , . IN WITNESS WHEREOF, City of St. Joseph, Minnesota, by its City Council, has caused this Note to be executed by the manual signatures of its Mayor and City Administrator and has caused this Note to be dated as of City Administrator Mayor - - . . l4l53l6v2 B-3 CERTIFICATION OF REGISTRATION . It is hereby certified that the foregoing Note was registered in the name ofSt. Joe Developmènt LLC and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF CITY REGISTERED OWNER REGISTRATION ADMINISTRATOR St. Joe Development LLC - . . 1415316v2 B~4 .lIege Avenue NW ity of St. Joseph P.O. Box 668, St. Joseph, MN 56374 June 27,2002 (320) 363-7201 Fax: 363·0342 CLERK! Mr. Paul Moe ADMINISTRATOR Judy Weyrens Minnesota Department of Trade and Economic Development MAYOR 500 Metro Square Larry J. Hosch 121 7th Place East COUNCILORS St. Paul, Minnesota 55101 Bob Loso Re: City of St Joseph, Minnesota - Vicwest Project Cory Ehlert Kyle Schneider Dear Mr. Moe: Alan Rassier Attached hereto in duplicate is the application of the City of St. Joseph (the "City") for approval of the above referenced project (the "Project") including a copy of the Resolution adopted by the City Council on June 27,2002 (the "Resolution"). As indicated in the attached Resolution, we believe that this Project fully meets . the public purpose requirements of Minnesota Statutes, Sections 469.152 through 469.1651 (the "Act"). Reference is made to. the :Resolution for a more definitive statement of the public purposes served by the financing. The Project does not contain any property to be sold or affixed or consumed in the production of property for sale, and does not include any housing facility to be rented or used as a permanent residence. The City has complied with the notice and hearing requirements of Minnesota Statutes, Section 469.154, subdivision 4, as amended, and agrees it will comply with the reporting requirements set forth in Minnesota Statutes, Section 469.154, subdivision 5. The public hearing was held on Tuesday, June 27, 2002, at 7:00 o'clock, P.M. at the council chambers at the City Hall in St. Joseph, Minnesota, and all interested parties were afforded an opportunity to express their views. A draft copy of the application was available for public inspection. The City will undertake to encourage that the employment opportunities made available by the Proj ect will, if feasible, be offered to individuals who are unemployed or who are economically disadvantaged. . l4l3725vl · We respectfully request prompt approval by the Minnesota Department of Trade and Economic Development of the Project under the provisions of the Act. Very truly yours, CITY OF ST. JOSEPH, MI1\TNESOT A By Its Mayor · - · 1413725\'1 ·lIege Avenue NW ity of St. Joseph P.O. Box 668, (651) 223-6· St. Joseph, MN 56374 (320) 363-7201 Fax: 363-0342 jgrain@briggs.c CLERK! June 27, 2002 ADMINISTRATOR Judy Weyrens . MAYOR VIA MESSENGER Larry J. Hosch COUNCILORS Mr. Paul Moe Bob Loso Minnesota Department of Trade and Cory Ehlert Economic Development Kyle Schneider Alan Rassier 500 Metro Square 121 Seventh Place East S1. Paul, MN 55101 Re: City of ~t. Joseph, Minnesota - View est Project . Dear Mr. Moe: This is to advise you thqt -our firm has reviewed the attached resolution, the feasibility letter of Miller Johnson Steichen Kinnard, Inc., the application of the City of S1. Joseph, Minnesota (the "City") and the letter of transmittal from the City. Based upon a review of that material it is our opinion that the Project referred to therein constitutes a project within the meaning of Minnesota Statutes, Section 469.153, Subdivision 2(b), and that the proposed financing thereof as set forth in the attached resolution is authorized by law. Please do not hesitate to give me a call if there are any questions. Very truly yours, Jenny Grain JSG:mw Ene. '. l413729vI . Mayor Lany Hosch and City Council City ofSt. Joseph 21 First A venue Northwest Post Office Box 668 St. Joseph, MN 56374 Re: City of St. Joseph - Vicwest Project Ladies and Gentlemen: At the request of the W. Gohman Construction Co., we have conducted a study of the economic feasibility of the proposal that the City of St. Joseph, Minnesota, issue its revenue bonds under the provisions of the Minnesota Municipal Industrial Development Act to provide funds for the acquisition, construction and equipping of an approximately 67,000 square foot building located in the City of St. Joseph. Our study has led us to the conclusion that, on the basis of current [mancial conditions, . the Project is economically feasible and the revenue bonds of the City can be successfully issued and sold. Vve propose to purchase said bonds, subj ect to approval of the proj ect by the City of St. Joseph, Minnesota and the Minnesota Department of Trade and Economic Development and agreements as to the terms and conditions ofthe loan. We understand a copy of this letter will be forwarded by the City of St. Joseph to the Minnesota Department of Trade and Economic Development to serve as the required letter of feasibility. Very truly yours, Miller Johnson Steichen Kinnard, Inc. By Its . l414693vl _Vised Feb. 2001 STATE OF MINNESOTA MINNESOTA DEPARTMENT OF TRADE AND ECONOMIC DEVELOPMENT BUSINESS AND COMMUNITY DEVELOPMENT DMSION APPLICATION FOR APPROVAL OF INDUSTRIAL DEVELOPMENT BOND PROJECT PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 469.165 (Please submit this form in duplicate -all supporting data in single copy only) Date: ,2002 The governing body of the City of St. Joseph . Minnesota, hereby applies to the Minnesota Department of Trade and Economic Development (Department) for approval of a proposed Industrial Development Bond issue as required by Minn. Stat. §469.152 - 469.165. Address ofIssuer: City Hall. St. Joseph. Minnesota Attn: Judv Wevrens. City Administrator-Clerk Telephone: 320-363-7201 Fax: 320-363-0342 We have entered into preliminary discussions with: Firm: W. Gohman Construction Co. Attorney: Rinke Noonan Address: 815 East County Road 75 Address: Suite 700. Wells Fargo Center. P.O. Box 1497 City: St. Joseph State: MN Zip: 56374 City: St. Cloud State: MN Zip: 56302-1497 _me of Project: Vicwest Project This fIrm is engaged primarily in (nature of business): processing steel for construction use - The proceeds from the sale of the Industrial Development Bonds will be used to (describe the project): acquire. construct and equip an approximatelv 67.000 square foot building. Address of Project: 15th Avenue and Elm Street in the City ofSt. Joseph. MN Acquisition of Land and Building: $380,000 New construction: Acquisition and installation of Equipment: Fees: Architectural, engineering, inspection, fIscal, legal, administration, or printing: Construction Interest: Initial Bond Reserve: Costs ofIssuance: 84,.000 Other: TOTAL: $4,200,000 . 1414736v1 It is presently estimated that acquisition and construction began on or about June 30 ,2002 and will be complete on or about ~ January 15 ,2003. When completed, there will be approximately new jobs created by the projec an annual payroll of approximately $ based upon currently prevailing wages. (If applicable) There are 44 . existing jobs provided by business. (If applicable) There will be jobs created by construction of the project. Number of hours Average wage level $ Repayment of the proposed issue will be amortized over a period of 15 years. The following exhibits are furnished with this application and are incorporated herein by reference: 1. An opinion of bond counsel that the proposal constitutes a project under Minn. Stat. §469.153, subd. 2. 2. A copy of the resolution by the governing body of the issuer giving preliminary approval for the issuance of its revenue bonds and stating that the project, except for a project under Minn. Stat. §469.153, subd. 2(g) or (j) would not be undertaken but for the availability of Industrial Development Bond fmancing. 3. A comprehensive statement by the municipality indicating how the project satisfies the public or purpose and policies of Minn. Stat. §469.152 - 469.165. 4. A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project from a financial standpoint. 5. A statement signed by the principal representative of the issuing authority to the effect that upon entering into the revenue agreement, the information required by Minn. Stat. §469.154, subd. 5 will be submitted to the Department (not applicable to project under Minn. Stat. §469.153, subd. 2(g) or (j). 6. A statement signed by the principal representative of the issuing authority that the project does not include any property to. sold or affixed to or consumed in the production of property for ~ale, and does not include any housing facility to be rented used as a permanent residence. - 7. A statement signed by a representative of the issuing authority that a public hearing was conducted pursuant to Minn. Stat. §469. ] 54, subd. 4. The statement shall include the date, time and place of the meeting and certify that a draft copy of this application with all attachments was available for public inspection and that all interested parties were afforded an opportunity to express their views. 8. Copies of notice(s) as published which indicate the date(s) of publication and the ne\vspaper(s) in which the notice(s) were published. 9. Provide a plan for compliance of employment preference of economically disadvantaged or unemployed individuals. (See Minn. Stat. §469 .154, subd. 7.) . 1414736v1 We, the undersigned, are duly elected representatives ofCitv ofSt. Joseph einnesota and solicit your approval of this project at your earliest convenience so that we may carry it to a final conclusion. Signed by: (Principal Officers or Representatives ofIssuing Authority; tvne or print official's name on the line to the left of the signature line. Thank you.) Larrv Hosch Mayor Signature Judy Wevrens Title: Administrator-Clerk Signature This approval shall not be deemed to be an approval by the Department of the State of the feasibility of the project or the terms of the revenue agreement to be executed or the bonds to be issued therefor. Authorized Signature, Minnesota Department of Trade Date of Approval and Economic Development Please return to: Minnesota Department of Trade and Economic Development . Attn: Paul A. Moe, Director Office of Business Finance 500 Metro Square Building - 121 Seventh Place East St. Paul, Minnesota 55101-2146 Phone: 651-297-1397 Fax: 651-296-5287 . 1414736v1 aege Avenue NW ity of St. Joseph P.O. Box 668, $1. Joseph, MN 56374 (320) 363-7201 Fax: 363-0342 DATE: June 19, 2002 CLERK! ADMINISTRATOR MEMO TO: Mayor Hosch, City Council Members and City Administrator Weyrens Judy Weyrens FROM: Joa~~ust & Cynth~~ith-Strack, Municipal Development Group MAYOR RE: Request for Minnesota Investment Fund Assistance - VicWest Larry J. Hosch COUNCILORS Request: Bob Loso VicWest and St. Joe Development, LLC have requested the City sponsor an application to the Cory Ehlert Department of Trade and Economic Development's (DTED's) Minnesota Investment Fund (MIF) Kyle Schneider for a low interest loan to assist with equipment purchases. Alan Rassier Enclosed is a copy of the MIF application. The City must be the official applicant on behalf of a company~ As the applicant the City is required to hold a public hearing on the submission of the application prior to formally forwarding the request to DTED. Following the public hearing the City Council authorizes the submission of the applicationby adopting a resolution. The amount of financing available is dependent upon the number of jobs Vicwest creates over the . next two years and the wages that those positions are paid. For e):{ample, if Vicwest creates 7 new jobs at $10 per hour, the City would be eligible to apply for $42,000 in funds (7 jobs at $6,000 per job). - If awarded, the City receives the funds from the state and in turn makes a low interest loan to the company (7 to 10 year term and 3 to 4% interest rate- to be set by the city). The city is able to establish a local revolving loan fund and retain the first $100,000 in principal plus any interest for future industrial projects/loans. This is a win-win program for the company and community as the company is able to access low interest loan dollars for equipment and the community is able to retain funds to establish a local revolving loan fund. A representative from Municipal Development Group will be present to respond as required. Action: The Mayor will convene a public hearing regarding to MIF application pursuant to the published hearing notice. Input will be accepted. Following discussion a MOTION to act on the attached RESOLUTION is in order. . CITY OF ST. JOSEPH RESOLUTION -- A RESOLUTION AUTHORIZING SUBMITTAL OF APPLICATION FOR BUSINESS AND COMMUNITY DEVELOPMENT FUNDING FOR THE ST. JOSEPH DEVELOPMENT, LLC/JENISYS ENGINEERED PRODUCTS, INC. D/B/A VICWEST PROJECT. BE IT RESOLVED that the City of St. Joseph shall act as the legal sponsor for the project contained in the Business and Community Development Application to be submitted on June 28, 2002 and that the City Administrator is hereby authorized tQ apply to the Department of Trade and Economic Development for funding of this project on behalf of the City of St. Joseph. BE IT FURTHER RESOLVED that the City of St. Joseph has the legal authority to aþply for financial assistance and the institutional, managerial, and financial capability to ensure adequate construction, operation, maintenance and replacement of the proposed project for its design life. BE IT FURTHER RESOLVED that the City of Sl Joseph has not incurred any costs and has riot entered into any written agreement to purchase property. BE IT FURTHER RESOLVED that the City of St. Joseph has not violated any Federal, State, or local laws pertaining to fraud, bribery, graft, kickbacks, collusion, conflict of interest or other unlawful or corrupt practice. BE IT FURTHER RESOLVED that upon approval of its application. by the state, the City of St. Joseph may enter into an agreement with the State Q.f Minnesota for the above-referenced project(s) and that the City of St. Joseph cert!fies that it will comply with all applicable laws and . regulations as stated in all contract agreements and described on the Compliances Section (8- 7) of the Business and Community Development Application. BE IT FURTHER RESOLVED that the City of St. Joseph has obtained credit reports and credit information from Jenisys Engineered Products, Inc. d/b/a VìcWest. Upon review by the City of St. Joseph's legal counsel, no adverse findings or concerns regarding, but not limited to, tax liens, judgments, court actions, and filings with state, federal and other regulatory agencies were identified. Failure to disclose such adverse information could result in revocation or other legal action. NOW THEREFORE BE IT RESOLVED THAT the City Administrator is hereby authorized to execute such agreements as are necessary to implement the project on behalf of the County. I CERTIFY THAT the above resolution was adopted by the City Council of the City of St. Joseph this 27th day of June, 2002. SIGNED: WITNESSED: Mayor City Administrator Date Date S-6 . -- City of St. Joseph, Minnesota . . BUSINESS & COMMUNITY DEVELOPMENT APPLICATION . TO THE MINNESOTA DEPARTMENT OF TRADE & ECONOMIC DEVELOPMENT JENISYS ENGINEERED PRODUCTS, INC. D/B/A VICWEST 'PROJECT - June, 2002 . - . . TABLE OF CONTENTS City of St. Joseph, Minnesota . Business and Community Development Application. MN Department of Trade & Economic Development Jenisys Engi neered Products, Inc. d/b/a VicWest Project Tab # Form # Topic 1. 8-2 City/County Information 2. 8-3 Community Need Narrative 3. 8-4 General Project Information - a. Affidavit of Publication b. Minutes from the County Board meeting . c. 8ite Assessment - d. County Assessor's Letter - - 4. 8-5 Business Credit Check 5. 8-6 Local Government Resolution 6. 8-7 Project Compliance. 7. 8-8 Company Project Narrative 8. 8-9 & 8-10 Company Information 9. 8-11 Business Ownership Information 10. 8-12 Proposed Project Financing a. Letters of Commitment 11. 8-13 & 8-14 80urces and Uses 8tatement a. Type of Infrastructure b. Personal Guarantee 12. 8-15 Employment Data Form 13. 8-16 Financial Data/Cost Estimates/Other Information 14. S-17 Business Debt Schedule 15. S-19 Notice to Company . · CITY/COUNTY INFORMATION 1. City Name: City of St. Joseph Contact Person: Ms. Judv Wevrens,· City Administrator- City of St. Joseph Address: 25 Colleae Avenue North City/State/Zip: St. Joseph, Minnesota 56374 County: Steams Phone: (320)363-7201. Fax: (320) 363-0342 2. Financial Officer: Ms. Judv VVevrens,Citv Administrator - City of St. Joseph Address:· ·25 Colleae Avenue North City/State/Zip: St. Joseph. Minnesota 56374. Phone: (320) 363-7201. Fax: (320) 363-0342 - · 3. Minnesota Tax Identification Number: 8031527 Federal Employer Identification Number: 41-6008146 4. Legislative District for Project Area: District 14A Name of State Representative: Mr. Steve Dehler Name of State Senator: Ms. Michelle Fishbach 5. Does the City have a Revolving Loan Fund? Yes - No XXX If yes, what is present account balance? 6. Submit a copy of the ciW's revolving loan policies and procedures. If awarded MIF assistance, the City will formallv establish a RLF and adopt auidelines. 8-2 · COMMU NITY NEED NARRA riVE (Paae 1) . The City of St. Joseph is located approximately eight (8) miles west of the regional trade center St. Cloud between 1-94 and Steams County Road 75. St. Joseph is approximately 70 miles northwest of the Twins Cities Metropolitan Area. St. Joseph is situated in west central Steams County with a population of 5,074 and 1,120 households. Age distribution statistics indicate the City of St Joseph has a comparatively young populace, with a median age of 21.8 years (2000 Census). The presence of the College of St. Benedict impacts the median age greatly as the Admissions Office reported a 2001 enrollment of 2000 students with an estimated 81% living on campus and a majority of their students considered "traditional students" or those right out of high school. The Housing and Urban Development (HUD) Section 8 Income Guidelines places the 2002 Median Family Income in St. Cloud area at $56,300. The median household money income (1997 model based estimate) was $38,806 in Steams County and $41,591 in Minnesota (U.S. Census Bureau). St Joseph experienced significant commerciallindustrial growth between 1970~1980 resulting in increased population (67.7%) during that period. The growth slowed between 1980 and 1990 and again increased between 1990 to 2000. The trend for slower growth between 1980 and 1990 also occurred in Steams . County. The Minnesota Work Force Center estimated 80,159 people in the labor force in Stearns County in 2001, with 76,980 employed, resulting in a 4% unemployment rate. St. Joseph, which is primarily an agricultural based economy is seeking to expand its industrial base and employment opportunities. Jenisys Engineered Products, Inc. d/b/a VicWest is a wholly-owned subsidiary of American Building Company, a subsidiary of Magnatrax Corporation. Presently,VicWest's St. Joseph plant operations are conducted in a manufacturing facility containing approximately 45,000 square feet. Current and project growth of the business necessitates -a larger manufacturing facility to effectively accommodate the growth. Consideration was given to expanding the existing leased facility in St. Joseph, however, such . an expansion will not lend itself to an efficient production flow. In order for VicWest to maintain its manufacturing -operations in St. Joseph and accommodate the existing and projected growth, an altemate manufacturing site is required. VicWest manurfactures and markets steel building components and self:' storage systems to construction contractors and project owners in the Midwest. Magnatrax enforces a policy prohibiting VicWest from owning its own manufacturing facility. Therefore, a St. Joseph Development, LLC has agreed to construct a 67,000 s.f. manufacturing facility on a ten (1O) acre site in the St. Joseph Business Park (aJkJa Buettner Business Park). The facility will be leased to VicWest for a term of at least ten and possibly 15 years. The proposed facility is a 400' X 150' building designed for a component operation and future expansion. The project cost is estimated at $3.84 million. Land acquisition costs are $18,000 per acre or $180,000. State funding via this application is requested to assist with land acquisition costs which will, in turn, be passed onto VicWest in the form of a lower lease payment. Assistance in facilitating this project will significantly impact the City of St. Joseph by: (a) retaining Jobs for the forty (40) existing employees of Jenisys Engineered Products, Inc. d/b/a VicWest (St. Joseph); (b) adding seven (7) new jobs over the next two (2) years at a starting wage of $12-$14 per hour; and, (c) diversifying the area economy. With a primary objective of creating quality private sector jobs, the City of St. Joseph believes the retention of human resources in the area is the first step in fostering and maintaining prosperity in the community. St. Joseph is looking forward to continuing its strong relationship with Jenisys Engineered Products, Inc. d/b/a VicWest and requests the state's participation in this partnership in order to move the project forward. S-3 . · A. Economic Vulnerability: Unique to the City of St. Joseph and attributing to its economic vulnerability are its location, adjacent to a major growth center (St.· Cloud) capable of· offering lower development· costs for limited expansion opportunities, the need to retain existing jobs,. a downtown commercial' district in need of redevelopment/revitalization efforts and lower than average state income levels. B. Unemployment: The Minnesota Work Force Center estimated 80,159 people in the labor force in Stearns County in 2001, with 76,980 employed, resulting in a 4% unemployment rate. St. Joseph, which is prImarily an agricultural based economy is' seeking to expand its industrial base and employment opportunities. The Minnesota Department of Economic Security reports 13,707 jobs in the Agriculture industry in 1998, in central Minnesqta. They project a decrease to 12,803 agricultural related jobs in central Minnesota by the year 2008 or a 6% decline. C. Need to Attract/Retain Essential Services. . In response· to above corÎditions,the City and County recognize a finite need to attract and maintain a diverse industrial tax base and capitalize on available local labor. Located in Greater Minnesota, the City of St. Joseph also recognizes the importance of the industrial tax base. The proposed project offers employment opportunities for seven individuals over the next two years and an increased tax base. Using an estimated market value óf $2,369,500, it is estimated that over $70,098 in taxes Will be generated annually from this expansion project. D. Events contributing to a Unique Situation: The City of St. Joseph's downtown commercial district shows considerable aging. To coordinate and afford downtown redevelopment/revitalization efforts the City is proactively and aggressively seeking new industrial development & jobs. To 'encourage industrial investment in the 'com'lllunity since the City has not actualized substantial industrial growth in the past, the City has entered into an agreement with a · private developer to develop the St. Joseph Business Park. The City is responsible for marketing the property. Property sates are the driving force for the completion of utility installation within the park. In conjunction with the St. Joseph Development, LLCNicWest Project, an additional $400,000 of . -improvements are underwaY. Also unique to this project the company has a corporate policy which only allows the leasing of facilities. The Company has indicated its current facility is not efficient and can not afford projected growth. The Company indicates a more efficient facility is essential. The SL Joseph facility VicWest currently leases is for sale. The VicWest lease terminates January 1 , 2003. Therefore, a new facility must be available to the company by that time. A lócal organization, St. Joseph Development, LLC was formed to construct a new facility for VicWest to lease. To make lease rates competitive and retainlincrease jobs, the organization is primarily financing the project through an industrial development bond. The City has offered tax increment financing to assist in lowering the lease payment. E. Infrastructure· Conditions: The proposed site is located in the northeast quadrant of the City of St. Jo~eph, north of County Road 75 and east of County Road 133. Utilities are currently being extended to the Jenisys Engineered Products, Inc. d/b/a VicWest site. T,he utility extension will be funded by assessments totaling $19,730 per acre in addition to the $18,OOO/acre land price, bringing the total cost/acre to 37,730/acre. Trunk area and connection fees also apply. F. Project will Support Small Business The company projects the creation of seven jobs with a starting wage of $12-14 per hour and retain an existing 40 employees. VicWest employees patronize small retailers within the community. The establishment of a local revolving loan fund will also assist future small business with (re)development efforts. S-3 · GENERAL PROJECT INFORMATION 1. A public hearing is required to provide citizen notification and involvement prior to submitting the · application. Submit a copy of the public hearing minutes, a copy of the public notice and affidavit of publication, and the Local Government Resolution. Included is a copy of the official public notice and the affidavit of publication relative to the public hearing held June 27, 2002. A copy of the hearing minutes are also enclosed in this tab. The Resolution is enclosed in Tab 5. 2. Will the proposed project create increased costs for business and residents? _Yes XX No If yes, describe how all the affected parties have been informed of the increased costs. The project will be funded through various sources including; (1) Industrial development bond, (2) Tax increment financing and (3) The Minnesota Investment Fund. 3. Will the project result in the 'loss or diminution of wetJands? Yes _ No XXX If yes, describe the measures which will betaken to mitigate all functional values of the wetlands that will be lost or diminished. 4. Will the proposed proje.ct be located in a flood plain?· Yes _ No XXX If yes, ìs flood insurance required? · 5. HC!ve state environmental review requirements b~en met, if applicable? Yes XXX No_ A phase II site assessment was completed by the local Rural Development office in conjunction with the development of the park. A Finding of No Significant Impact judgment was made. A copy of the published FONSI is attached in this tab. 6. Provide a letter from the county/city assessor that provides the following information: Current assessed valuation: $ 218,500.00 Current real estate taxes payable: $ 3,620.00 Projected assessed valuation: $ 2,369,500.00 Projected real estate taxes payable: $ 70,098.00 ~~~jt~rom the Stearns C~unty Assessor's Office denoting assessed value & real estate taxes of the current site and projected assessed value & real estate taxes for the proposed site. 8-4 · .... ~ CITY OF ST. JOSEPH . ./ NOTICE OF PUBLIC HEARING ON THE SUBMITAL OF A BUSINESS AND COMMUNITY DEVELOPMENT APPLICATION TO THE MN DEPT. OF TRADE & ECONOMIC DEVELOPMENT FOR . . JENISYS ENGINEERED PRODUCTS INC. D/B/A VICWEST . NOTICE IS HEREBY GIVEN that the City .council of the City of Sf. Joseph, M'innesota (the "City") will hold a public hearing ·on Thursday, June 27th, at approximately 7:05 p.m. or as soon thereaft~r in the City Council Chambers, 25 College Avenue North, in the City relating to the proposed submittal of an application to the Department of Trade & Economic. Dev~lopment for "Business and Community Development" funding to assist Vicwest with a proposed building expansion project. The application requests approximately $70,000 ITom the state to be provided to Vicwest in the form ofa low interest loan for equipment purchases. The overall project is anticipated to cost approximately $3,200,000. There will-be no costs assessed to City residents or businesses as a result ofthe project. Affected.p properties receiving benefit from infrastructure improvements will be assessed. .. Citizens may identify othèr community development needs in addition to th~ proposed project, at the public hearing. All interested persons may appear at the hearing and present their view orally or in writing. Dated: BY ORDER OF THE CITY COUNCIL CITY OF ST. JOSEPH - . Isl Judv Wevrens . City Administrator-Clerk - - - . .. Gl ~ . (lj::nf! JO 'pJOM '~[I!'1) J~n"Bm MOq"B S9'S$ ~lH JOJ p~8.n:nI::I hIP:mP"B ~TB(l (S) (lj::>1I! lO 'pJOM '~II!'1)J~1-1t:UI ~^oqt: ~rp JOJ SS'S$ Mt:! hq P~MO![11 ~~1U mnwPŒW (Z) . a::lt:ds (tpU! JO plOM';mn) ~Iq1U"Bdmo::l JOJ SJaSil [11r::ll~wtUo::> S9'S$ hq pred ~~"BJ pgY!SS"8!::I ~~M01 Ú) . r~~~~,""'" . ·~.~·~.Y"..r,,,~,,,,,--=>u,~,¡;~·, ,_ " ,~_,~ ~ "ti,,"~\ri,-:'. ~"'""ti:J ....... ~~.';;í&E~T;'" VI' ,.., ~ .d;ZJ.fS~' "Þn".~ ....tlqna: r........o~ c: '..,.,. ~,...,m"~' 'wi :::::-!<""",c.;_'''5.<~' - '-' ,..~. ..,.~^<h_ ...,c. 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I " '. ;"--=''ì.::'_...-~"'.C~ ~~-; "~~ ~" Ç:,;-.~-·~';h"',";'fÐ.:.O'Q,'-:--'~':('þ..-..>-o".,;-n·-~:·~:,£~~f r.:.-f _' pIUS JO StITnnl0A 8tp mOIJ ¡nJ SUM p8q::>B¡¡B S1 It::>tltM :w-,." ;;~1<'¡':-"'· ,~:~, '~y '.:. ~ ,. :;"'; :-~;"~'.o-: ;;.;;;¡·",~:x: 2: -'O;t:1 :: ó\:' : ;;.~ '" 1- > ;~/1 .', ;¡;;:ff'7/r¡,XfÚF K, ~W· ;~~i[å iii' f' i '~;~~þ,i;'t';~]i¡j*,~,~"ì,T iF' ~. . 'ri~ ~ -.. . - '. pg¡tIµd 8lll. (g) . 'p8pU8ure su 'SMUI 8IqU::>nddB 18q¡0 ptIU 'LO'VIS£: 'ZO"VISS ~¡mU1S U¡OSgm::I'!W Áq P8PY.01d S'B 'IgdudsM8U P8Y -nunb U su StIOµBJltnunb ~uµn¡pSUOJ s¡u8ID8I!nb81 glp JO Ire q¡!M p8ndmo::> sult j8dudsfi\8tI 8IlL (V) :Nl.018q P8¡U1S 81B qJ!l{M S¡JuJ 8tp (SNWaLS dO .i\...LNfl0:J . JO 8~P81M.0m¡: ITIlJ suq puu "j8PB8ISNl.8N qd8sof "¡S su sse tIA\om¡: 18d~ds~8U 8tp JO 18qsnqnd 8q¡ JO g8Áoldm8 (v.:LOSdNNIJi\l dO tllVlS ~ puu ¡U8:EU PQzµmpnB 10 l~qsHqnd 8q¡ S~ 8QS/8q ¡utp sÁus IÚUO tIQ 'tUOM.S Álnp ~tIpq 'ld¡j8n1Jd UOlBqS NOllV:Jns:nd dO lIAVŒddV 8'8:tLLNnId . Affidavit of PubUcaHon . Amendment of 1966 AFFIDAVIT OF PUBLICATION ,_ .. sTATE OF MINNeSOTA - \~'á,¡)f~~~)¡;;~:;!~-;:~~~iitõitš:'f:Ð'õšëP.'H~~fj~Æ'i;i~ COUNTYOFSTEAANS MaEI Jo Bronder '. . . m;f,~ji~~i~~~t\~&L ~~~""~~~~'r~....._"....~_~....¡-~"W1~' -.·"h~)i~ "'~1\~.'-"::!A?k:-~ ----------...-....------. ..-.....-__..__._.-........__._......:-...__........ bemg duty sworn #h~·'!I;r.:!Ñ;~)iï'&; FlNOINS'''OF.: NObSIGNIF.ICANT~ "\î ,¡;,~~, h'~~:' "n oath soys HeJShe is during all \he times he"';n stated has bae,n lhe.A.cJ:.o.unt.:mg._.c1.ez:k-._.__..__ ~~~~~ìMPÄëTiË~~'mkëÑTÞ:~ïMP.Ã'êt '~!~~'.?~I~ ::"1h~:~~i~~"7."::":':; ~)PS':=~~=:'=~~~=~ '::~~:'.==:: '. ".-,\·1it~:1¡¡"'...¡".;~~¡¡.-~·!m¡~ft(¡1f¡VÃI~~wm"!l~Ii>(é\f"·h'~.. ;. .: .,. ..,~~ column and meetlrcm equivalent in printed space to at leaat 900 equar1l Inchee. (2) SaId newspaper is a dally and is .Ih~~..:r-~~p¡~p,~~m~!ið~.!1p.!t~-- f~~~. e~?_~~~m.}l~~Z~t"~!y~e:~~·.a(n. dJstri~ed daI!y_. (3) Said nøwspaper ~ SO percent af tts news columns devoted to news of local Interest to. the 'appUciallon.sponsoreël :iÿ.!f¡e:.cIW,of'S .Uosapnjk¡ThI¡:specific'elemants.of.!h(S. community wh,ch R purports 10 '"'''''' and does not wholly dupUca18 any other publlca_ and Is nol made up antirely . ., .H"" 'd'" etC""'" "''''·'~'''~''-d¡'~·''·'·T''''(1!'Stê "'''·''''i:f'ëtíí -"ÄSS''''''irtr' . 'fö~ of patents, plate mattar and adverlisemeniS. (4) Said neWspeper I. circulated In and near tha municipality which n ro asB :a Olliare_ ro In" naoo . d .' ams·· e c.\ OCI on.. ~. ,f;·, ,,··~·,~-"'-t,··'(J\j'(·"'1#·''ffÍi-~¡¡,np.iÍ)''iìî·'·'''·'c''''ii'Of;';siHt¡)"''''-':t;:¡J~~''';Íh-' purports to sarve, has at leest 500 cop;ae regularly deltvared 10 paying sube_ere. has an average of alleasl7S e:,· U OSB ,0" en n a" n S'ì ~ e,' '< .' OS8", owe, . r."c'!P..JH"-'1¿>'j'~-·,,,,..·,·,g,ifî¡"'''iR''''''I'.'1<·..,,,,.,-M'jV,.,'a:,'}'.:/.' ,,~,p."'''''~'.~C:'.''-'\ pereanl 0/ ,'" total cllculation c.menlty paId or no more that h..,e months In arreare and has entry eo aecond-class j Ç9~~g1JÆ:Qt.::;.,~~,þ'µS$~~: ;R.~.~.J.~!1~ ; t;' #.nR,iJtt'!~~¡.'ldeA~~!J~~Ç;l!~~ matter in Its local post office. (5) Said newspaper 'purports to serve the City of SL Cloud in the County of Steams and .propOSed'Project.:\....m!éons¡st~f.tlie 'lri àJlSt1on~ó.üWäter:rSewBr,¡Storm ·sewerN II has lis knewn office 01 Issue In the City of St Cloud In said county, eetabl!ahed and open during lis regular busIn.... "--"'d ':"" .,...':.... ;'j" ·_.-.y7Ö:¡)j·~·r."~tr'..1~:-.·~r.u\-r-~ Piii·~,t..!'!tfWiii1~tif~..,?wr;('ßo;:.'S-~·~'...l~äf·c· ~~ hours forthtt gathering of news. sale of advertlsBments and sale of subscriptions and maIntained Dy pubUsherof said ,." ,~;,,~\. '","," ~ -,,., ''''' . '" ~'J.. ~ 'I_'~"';'. ._,-~~..~...'---_._~,~.... . -- ---- ~!~~.:..;w2.;i,~(ji ., . . '.,' . '.. " : _~fð~~. houre end a.t which said newsp~p,,, is printed. (6) Seld newspaper filea a copy ot aecl1 issue Immedietaly with the Ruiill Davelo ment li'iìS'sssssse e' aiitfal'enVlronma. .Im acts ::of.!hl!! Stata Hlotoncal Society. (7) Sa,d newspapers has compUedwlth all tha foregoing conditions tor atleaal two years ., -'ð'.J'-'w..r--'~--~-òñ-;;m-.t......·.-",-",,,_.,,,,,,--- -.. &'"-_.~---_.- propose on an . e enmne .. SJ]ropos ·a on no sign . .. - . . . - ......'" ~:. "'-""".' ..;:>lL.,.,..~'...~!¥l1.~fr'I-, ..,;;..P-....-~.!I..!· ".,;'I.iatO~r· .....'rärb--:-.........\ .... .../ .-u of Minnesota ~rlor to January 1. 1986 and each January thereafter ~n affidavit In the form prescnbød by the Sectø~ry ~r~bf1?%R~~~!>~~¡;jn~~~¥~tli~iift;!Et~~r~tl¡ìï"'ðs~ìí~Ïi~~:jj ~~"'.::=:;::ed by tha p~;Sharof """"paper, and svmm to before a notary ~~ _ttng that tha ""NSpaper IS a AnY~~:ióriiii¡~if~fSffW~f;'~f.1~;~h9Qt~:f;Þtj';~J;;ìÍ~1n. .. . Proposal-Impact Environmental Impact; fllteêh~'(15f.ääslof. ìS,,"tblléètlòiÌ'ilôi~1USCA;Rùra¡ ·Cevalô· elÏt¡Off1~~ He/She further states on oath lhatlhe printed.__.._____._.._......._....._...__.._._.._.._._._._......_ RBS; RúŒ!I?~~~I~P:~1Žtj&'ð~b.'ª~~: ~!~g:;;.:j7!>J.i:~6.~:~K~;V(S~f:a~t . .'-.-..-.-_.-..-.....-.-...--.-.-..-.~..._...-----.-._......-...-.-.-.;.......-..-.-.....-...-..- MN 55101:~RuraJ. Devalopmantwill' maka no further decisions. regarding thIS; -.-.--.-...--.-----..-...-...-.-.-."..---..--__._..._...._._.___.-..__..__...._.._.._._ p~~~m~~~~~~~fu'~~] --'-~.__.:._---"-____________~___ .....~.-.~. -__--~.,..... _·r...·.... ~.~...".__......."..,'I. -..-..,.,.....__. '1'\' . .....~..-r-::.....~,.... -~.._..~.....~- ._....,,~_,. - . o~,~~~ tt)!ï~u~j.p~y~lo.PWel1~~nY!æ.qfit!...~1}1.5.!~~~!f!t. ,~p'o.~ ~jÇti hereto attached as a part hereof was..cvt from the columns of said newspaper. and was printed and published therein thj~~tarmina~r¡ Is þased ~.öùli:lµe~irect~ô~1qB ~0';'ladc;!.,r;S6~éît~'i. . in \he engllsh language that Is was _ so published orJ12~.g,~.!,..l.~p..~._J.:?..!.._~9.2.L_____......__ ~~l!?n ¡iI~!~~~~1f¡.~~~.ID~~~~~~:!!!,~;~œp.:~';;~d£ëE'ón'€riây·~dÓ)$fo/, Tuesday, June 16, 1998, .W~dnesday. June 17, 1998 . seijil'-ilg·such.:~enf.com'!!~!1!S~~~n·~91ìëj,1/:y¡;~1oll~\ng II)~ßate ..I!t~, . .. . pub!ícatlon toRBS..~Rural DeVa}Opment,::~1~gn'Bank'Bld9.;-'375 JackSon, . Stiêè~,St!ÞaUiìMN'~55ftiJW~)~t·~;)~~~¡¡'I.Wj~· .. Á;-~~~'f¡gâiÎi-;rn~afr.:¡¡f~e'jirÓ'p~!!_a{a'è:ìí~ï!:¡;ft;~v,.ìitj'~1 ~~:,t¡j~q%! and that tile follow;ng is a printed copy oHhe lower case aiphebe' from A 10 i. both Inc<u.lve. and is he,oby .~ "" :,.", ,.M""n.-.:~,;!,N...~"""~"'.;~.~~w,1i¡,;:"";.:i.,:;.."'~&,'r.<";'t~\.;"!i' . ";;-"'~ . ".....~...;.i,~ 'i:~ ·:;-t·~,,?-;ç.,.f~,¡¡;< ~L;~\..~' ::~.z~'~~.._~ ::.:.....f";~;;Æ-~~~. :' r~.!··:""ô¡.I(:l~ -;"~~:.-! ,¡¡~~~;¡' ';" \~. :....,..l acknowledged as being the SIZe and kind of type used in the compositIon and pubtication of said noties. to-wit ~.~""':". ~..:: 'l/!:~·:·r~::·~:~~t',.:,::.~ ~r:'[tf.;;:~'i::~':.·'.?~(;;.r.,.··· '~~'i." ..~ abcdetg.hijklmo'}vqratuvwxyz ,- I" . >. .. .. - .', ~ ::17!- ~~ÇfJ:?:t ~ A . : '2 '. >' ~ J I '.' . . '" ~ ..-.--..--..-......---....----... ·'1Cf¿17"· -....- ... ;f.... .. . ·..·....·....-..-·-·....·....--·-........·-g·¡r-.. ~:~-,---T~; ,~;;~~;:-~~fjl M t ;; ~~:~:::::.~~:~:::~~:;;:~:~~:~~~#;~.~:.~~=:=~;=:=~::;,:~:::::~~===: ..;.'! . . . . w " .. . January 31 . 00 '~:¡ll \ ..:. : My COmmlSS'onexlllres....._.__........__._......_.__.__..... 20_..__.. I .... ¡ RATE INFORMATION .', '.' 1.97 Daily/agate line . .~ " ~. 2.34 Sunday/agate line :¡¡ji...-t.,~, ~ N/A ~J1,AI1Y . .87 Daily 1.00 Sunday PubÌish: June 15, 16, 17, 1998 ::a.. CITY OF ST. JOSEPH FINDING OF NO SIGNIFICANT . 21 First Avenue NW IMPACT ENVIRONMENTAL IMPACT P.O. Box. 668, St. Joseph, MN 56374 (320) 363-7201 The US Department of Agriculture, Rural Development has received a(n) application sponsored Fax: 363-0342 þy the City of St. Joseph. The specific elements of this propoSed action are providing financing for Steams Electric Association for the purpose of rei ending the funds to the City of St. Joseph for Ilk the construction ofa business park on the northeast side of the city. The proposed project will consist of the installation of water, sewer, storm sewer, and streets in a 70 acre blJsiness park along with the realignment of County Highway #133. MAYOR Rural Development has assessed the potential environmental impacts of this proposed action Kenneth J. Hiemenz and detennined that this proposed action will not significantly affect the quality of the human environment. Therefor, Rural Development will not prepare an environmental impact statement for this proposed action. CLERK! Any written cOmment regarding this determination should be provided within fifteen (15) days of ADMINISTRATOR Rachel Stapleton this pUblication to: USDA Rural Development Office, RBS, Rural Development, 410 AgriBank Bldg., 375 Jackson Street, St. Paul, MN 55101. Rural Development will make no further decisions regarding this proposed action during this fifteen day period. Requests to receive a COUNCILORS copy of, or to review the Rural DeveloPment environmental assessment upon which this Bob Loso detennination is based should be directed to the above address. Cory Ehlert Any person interested in commenting òn the proposed action may do so by sending such written Ken Twit comments within 30 days follOVJing the date of this publication to RBS, Rural Development, 4j o- Mary Niedenfuer AgrìBankBldg., 375 Jackson Street, St Paul, MN 55101. A general location map of the proposed action is shown below._ - --. - ---- - - I , ..; :< w =< .... ~ w '" I- W Z z 20.4 A (:, .. ,., ¡" Ñ Ñ 11.6 A II> . ... :2 ;! en B S NI I ARY "Ë '" c '" ,., 5.8 A 0 Q ELM '" ~ I ""'"' N 10.5 A City of S1. Joseph ph: 320-363-7201 St. Joseph- Economic Dev. Authority fax: 320-363-0342 PO Box 668 Economic St. Joseph, MN 56374 . Development Authority~ , To: Steams <County Assessors . Office Fax: 320-656-3977 From: Cynthia Smith Strack Date: 06/19/02 Re: . VicWest St. Joseph, MN Pages: 1 CC: o Urgent o For Review o Please Comment . 0 Please Reply o Please Recycle ( - . The following information applies to a project proposed by VicWestlSt Joe Development, LLC. Applicable to Lot 1, Block 2 of the Buettner Business Park in St Joseph. I believe you are familiar with the proposed - - construction of a 67,000 sJ. manufactuñng facilif;y on the southem 8 acres of the site. The City's Financial Consul1ant, Juran & Moody has prepared a TIF Plan for the parcel. The City is also applying for Minnesota Investment Fund assistance in conjunction with the project. Confirmation from the County Assessor is required as a part of the grant application. Will you kindly review, sign and return this fax. If you have any questions,please contact me at 320-363-7201. Thank you for your prompt attention to this matter. Current assessed valuation: $ 218,500.00 Current real estate taxes payable: $ 3,620.00 Projected assessed valuation: $ 2,369,500.00 Projected real estate taxes payable: $ 70,098.00 steams County Assessor ................. ...... Business Credit Check: St. Joe Development, LLC 1. Credit Report: A credit status report from St. Joe Development, LLC primary bank, . was requested. Attached is a letter from , -noting a current line of credit. 2. The Stearns County Recorders Office is completing a name search on Michael Gohman, Bruce Gohman and St. Joe Development, LLC. Reports regarding federal tax liens, state tax liens, and bankruptcy filings will be attached upon receipt. Enclosed are the UGC-11 and UCC-12 Request forms. 3. On June 18th a name search with the criminal Clerk of Court in Steams County was requested. The Clerk of Court is expected to identify court actions, IF ANY, which have been taken in regard to Michael Gohman, Bruce Gohman and/or St. Joe Development, LLC. A name search with the Civil Clerk of Court in Stearns County was also requested to identify if any actions are pending against the aforementioned parties. 4. On June 18th, a name search of the aforementioned entities was conducted through . the US District Court: No lawsuits are pending. 5. Local bankruptcy court was contacted on June 1 th to determine if any Qf the aforementioned entities have filed for bankruptCy protection. No filings were found. . 8-5 ....... - N 0> 0> ~ .t- - _. \C . - ~ = . - ~ (1;1 .. -Q ~ ~Q ~ . -- ~ Q ~ = = =N = ~ = = ~ fÐ ~ ~ N :š~ -. ¡;;¡ ~ = ....10<. - ~ ~ ~ c~ ~ Q - .. .....g ~ (J = ~ 1:'S ~ ~ Q;.¡ -;; 0 .c. cS; N _ .is-= ~ ~:: t'-- . '. ~ ;., = = ....-4 't:~ ~ g,.Q = šf '" .......;" " C!, . ... e 'i1 ..,.... _ . " "'-".. " .~ Q.. ~-~:s §".SP S = 1:11 ~ 10< ~ - '" .. ... '" , '"- " " " 0 .>4 .. ~ .. "It ~ .. :r¡.. -= "'.. "i' .. '".!\"' '" .. .0> i:!:I '5'" " ê ~ Ê ~ ~ " e z ~ ;:.- ~ u.i -g g rn ::::t 1 J - Ä. t: ,J: ..... N 0 0 ~ . t- .- -- \0 .- <.¡..¡ 0 .-. ~ CIS p.. ~ c,¡ = = ;.. = ....Q ~= = ~ M G>Q = =N c= .~ = -=.,; r/} a ~ M :gN - -= ~ ~ .... ... . - .0 -= = o G> = .c c.':) - ." .. .... Q !7.1 = -= ....... - ~ ~ -... ;.. 0 .. ~o ~ = N M ~~ - - "'CI 0 - - r0- t Q,> '-I ª - "" - = 1""'! t:~ = ~ ~ = = ~ - ~ c= = Q ... - r7l ~ ~ u~ ~ ..... ;.. ..::d = ;;"'CIS .~ ~ c,¡ ...- '-I ~ .- => .... = - - :;g c.~ S c.. 17) c,¡ =- = - ~ ... ~ I - ;.. .. .¥~ 0 _. = ~ ~ = Q,> V') ..::d 00 "" == CII ~ \0 = ~ c= .- = CIS I ;.. ~ ~ . tfj ~ 1 = ... - ~ ~ ~ ~ ;.. c= ì: ~ .-< 17.1 ,.!;) 0 , ~ z (1) '> 0 CCì rIÌ ~ !:) <I) =! ,.!;) c s 1 & ..... - ~ - r-. 0 i:: ~ "5 .... ro 11) cr;¡ ~. . M U.N I C I PAL' DEVELOPMENT GROUP, INC. June 18, 2002 . Court Administrator Stearns County courthouse 725 Courthouse Square S1. Cloud, MN 56303 Dear Court Administrator: On behalf of the City erSt. Joseph. I would like to request a name search for any. judgments against the following: Michael J. Gohman. 1"23 Riverside Dr. SE.St. Cloud, MN 56304 Bruce J. Gohman.., 114 Goldfinch Lane. Clearwater, :MN 55320 St. Joe Development LLC, PO box 57, St. Joseph, MN 56374 The City is in the'process of applying for a grant from the State of Minnesota that requires a certificate either indicating there are no judgments or identifymg any· judgments. Tþis may be sent to: Cynthia Smith-Strack - MDG . 57516238th-Street . Arlington, MN 55307 Enclosed is a check for $15.00 or $5.00per name as required. If you require additional inforÌnation or have any questions, please contact Cynthia Smith-Strack or me at 952-758-7399 or mdg(cD,bevcomm.net as soon as possible. On behalf of the City of St. Joseph. (~.~~ Cl-~vwc -=41\.vJ::f . Joanne Foust Municipal Development Group, Inc. ~ . ~-' 75-1684/919 & 3 1 ~. 0 '. ('''', r MUNICIPAL DEVELOPMENT GROUP, INC. 55002695 . 25562 WILLOW LANE PH. 952·758·7399 ~.. l{; /' (/ 't' " NEW PRAGUE, MN 56071 .' '.. /;f/Y J ~ i ,,&)~j)l;:>.rof ,(,/~+CJ1/VV\.LJ û>~i¡ (b(Á/{ ~. . I $ IS¡óC> : · "J'!.~ ~/ ¡, '1ð ¡, . i ....-~ , . Vl O'¿l{;1A-Y C;A/Y1CI /1¿JcJ~ /!ff)!fff!~~ff CD =,~.' ~I ~ C OMMUNI1I1f' ') ... YJ llOOJ"Suwt~'1IJ.~BANK . q.. ~ . n NNPrc,su,MN 56011·0265 _ oJ..... _.-L ~ ;pj' ., '/I ~._. 2 V~ ''/U4..:T 1/(" .. 25562 Willow Lane. NE tI'IIlflJIJJ NN"J-:;eú CÁJ. SiJ '!'(, . - ---..-.--. - .-..-.--,.-.. --..-.--.. I: 0 g . g . ¡; a 4 ~ I: 5 500 2 ¡; g 5/11 3 . 40 U.S. District Court Name searches . Minneapolis: 612-664-5000 Completed via phone on 6-18-02 by Joanne Foust Completed for: Michael J. Gohman Bruce J. Gohman St. Joe Development LLC Saint Joe Development LLC No pending lawsuits found for any of the above. - .. - ~ - ~~- - .. ".. ,.. :...~' . ~, 75-1684/919 A: 314 2C:( .! MUNICIPAL DEVELOPMENT GROUP, INC. 55002695., . 25562 WILLOW LANE PH. 952·758-7399 ¡;;;).. .. 7~ I V {jl 1., NEW PRAGUE, MN 56071 . _. ~:. 0 r7' i: ,0 J)~.;Wd~f ~ila.r¿¡vv.:J (&ìÞn r R...P. c cY1 æM I $ h¿J I æ t, ~~'~ ,.¡j ¡J A -, .-/ I' . ./ ~ ~-!Y U'tJt!cc;t/L.) d- nD, ;6tJ /J~~ {D s= ~, I C70MlMUNID ' š€cuRID' BANK . .~ IIOOlsl.Sznc<HE.P.D.BDzJ6J . .-¡ .. /. n ,y",P-.MNJ601/';}26J ~, ~ -'¡¡¡Mift;; ~Fö 0~iJ...DM 3 hßr.~ ~ð~ _____._~___...2!: I: 0 g * g * b a ~ ~ I: 5 500 2 b g 511- :l ¡ ~ 2 ..".,~_ .", .ri' ~. ' '.' 75-1684/919 ~, 3143 (1:( MUNICIPAL DEVELOPMENT GROUP, INC. ~ .1 25562 WILLOW LANE PH. 952-758-7399 .. . - I')/ A'I..(¿ fi /1'1 NEW PRAGUE, MN 56071 JJa .., V" 0'- , ~-Ib)~ . $ 4 , ..órdcr of 5, lJO ./ ~..-... 110 --1' J¿)/J,A ~»aI~ C>. -.,- ~ . L!J =---. . - ¡rrl .,g. \It OMMUIUTìf . .. ~ llD01,,_~9.J~BÆHK .. ,---/," n Nrw-Prøgue.MN 56071·0265 -~../' . . ;iì'rffliIIJ (j. Cl./-~I L w...'? ¡;[_tJ'\"S<~^CÁ ~~~___:~.......____.,_~~...._,__.!'! I: 0 g . g * b 8 L......I: 5 50 0 2 b g 5 II- .. :1 * L. :i . - ~ i ( j I Corn~rjC{) Bank . IntcmulÌur.¡] B~nking lXpurirnenl P.O. D0x 15000 Detro". Miçhi~un 4817)·332K Phone: (J 13) 222~)2J4 .. . ¡:u: (3 IJ) 222-:1371 " j oj. . ." ..- . "... James LcnUI(:r. CC'M ...i...._...__ Vie<: Presiòent --.--.... --...._-~ ..... ,¡A--.. ~...----. ¡.j II ., , f ' -, -. ~ '1 W ...- . -~ June 4,2002 . ". - .. . ! . . - .. . í' '1" . i Joanne Foust c/? City of St. Joseph p ,0. Box 668 St. Joseph, lYfN 56374 BE: Vicwcst Corporation Dear Ms. Foust: . ; ~ - .;; . ." ' .,. ........ { Comerica Bank has been doing busiJ;less \\~th Vicwest Corporation and their related subsidiaries ..~.... ---- since 1988. The company has always honored their obligalÍoIls DTIdthcy are in good standing ...-..---.......- _._~.. wi th us toda'j. ...~ .:~ ; . "..., It _," .. ~... Vicwe.Sl Corporation is presently a subsidiary of Magnatrax Corporation which 111a1ntainS(\ . ... _. a , . . -'_00 .. _ ( _ working capital facility of $55}000,000 with a syndica.te ot'banks. This facility is available to " I Magnatrax Corporation and their subsidiaries· induding Vîcwest. If you bavc any questions or concerns, please fee) free to contact me at (313) 222.-0234. S incere\y) . . ., . . ,.,,'-..-.- .----...-- -.._~....- ", ~ ".. -.. .., . i" :.. J ~ .-........ .- .... .' .... , \ . iDO,-· lOG' d ,2Ì7¿:0+ZSZ +82: : 01 0Z1St>0¿0.u.. \:Jat;!h'tOlH~I t!Jlë3WO):~Oè:i.::J 28 :21 2002-,,<:-[;'-::" CITY OF ST. JOSEPH RESOLUTION . A RESOLUTION AUTHORIZING SUBMITTAL OF APPLICATION FOR BUSINESS AND COMMUNITY DEVELOPMENT FUND1NG FOR THE ST. JOSEPH DEVELOPMENT, LLC/JENISYSENGINEERËD PRODUCTS, INC. D/B/A VICWEST PROJECT. ., BE IT RESOLVED that, the City of St. Joseph shall act as the legal sponsor for the project contained· in . the Business and Community Development Application to be submitted on June 28, 2002 and that the City Administrator is hereby authorized to apply to the Department of Trade and Economic Development for funding of this project on behàlf of the City of St.Joseph. BE IT FURTHER RESOLVED that the City of St. Joseph has the legal authority to apply for financial assistance and the institutional, managerial, and financial capability to ensure adequate construction, operation, maintenance and replacement of the proposed project for its design life. . BE IT FURTHER RESOLVED that the City of St. Joseph has not incurred any costs and has not entered into any written agreement to purcbase property. BE IT FURTHER RESOLVED that the City of St. Joseph has not violated any Federal; State, or local laws pertaining to fraud, bribery, graft, kickbacks, collusion, conflict of interest or other unlawful or corrupt practice. . . BE IT FURTHER RESOLVED that upon approval of its application by the state, the City of St. Joseph may·· enter into an agreement with. the State of Minnesota, for the above-referenced . , ' project(s) and that the City of St. Joseph certifies that it will comply with all applicable laws and . ' regulations as stated in all contract agreements and described on the Compliances Section· (S- 7) of the Business and Community Development Applicatiçm. BE IT FURTHER RESOLVED that the City 9f St. Joseph has obtained credit reports and credit - information from Jenisys Engineered Products, Inc. d/b/a VicWest. Upon review by the City of St. Joseph's legal counsel, no adverse findings or concems regarding, but not limited to, tax liens, judgments, court actions, and filings with state, federal and other regulatory agencies were identified. Failure to disclose such adverse information could result in revocation or other legal action. NQW THEREFORE BE IT RESOLVED THAT the City Administrator is hereby authorized to execute such agreements as are necessary to implement the project on behalf of the County.· ·1 CERTIFY THAT the above resolution was adopted by the City Council of the City of St. Joseph this 27th day of June, 2002. SIGNED: WITNESSED: Mayor City Administrator Date Date S-6 . PROJECT COMPLIANCE . 1. Section 504 of the Federal Rehabilitation Act of 1973 the Americans with Disabilities Act (ADA), MN Statutes 1990, Chapter 36~ Minnesota Human Rights Act ~ Require that all public facilities and programs be designed and constructed to be accessible to the physically handicapped. 2. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and subsequent regulations - Ensures access to facilities or programs regardless of race, color, national origin or sex. 3. Executive Order 11246, as amended by Executive Orders 11375 and 12086 and subsequent regulations - Prohibits employment discrimination on the basis of racs, color, religion, sex or national origin. 4. Executive Orders 11988 and 12148, Floodplain Management - Requires action to minimize the impacts of floods on assisted projects. , 5. The Flood Insurance Purchase Requirements of Section 1 02a of the Flood Disaster Protection Act of 1973, (P .L. 93-234) - requires the purchase of flood insurance in communities where such insurance is availaþle for construction or acquisition projects in any area having special flood hazards. 6. Minnesota Statutes, Section 116J.871 applies to this project. This statute requires of recipients of state assistance to payprevailing wage rates to laborers and mechanics at the project construction site when state funds are provided for construction in the amount of $200,000 or more. - 7. Title VIII of the" Civil Rights Act of 1968, as amended and Executive Orders 12259 - Require equal - opportunity in housing and non-discrimination in the sale or rental of housing, and actions to affirmatively further fair housing. 8. Age Discrimination Act of 1975 - Prohibits discrimination on the basis of åge. . - 9. Minnesota Statutes, Se~tion 471.87 and 47f.88 - Forbids public officials from engaging in activities which are, or have the appearance of being, in conflict of interest. 10. Antitrust or unfair trade practices laws - Regulates and controls sale of goods and services and prohibits deceptive and unfair competition between businesses. 11. Executive Order 12549 Debarment and Suspension (43 CFR, Part 12, Section 12.510) - Requires a certification regarding Federal debarment, suspension and other responsibility matters. 12. M.S. 290.9705 - Requires that 8 percent of each payment paid to out-of-state contractors for work done in Minnesota must be withheld on any contract that exceeds or could reasonably be expected to exceed $100,000, unless the requirement is waived. 13. M.S. 116J.991 applies to this project. This statute requires that a business receiving state assistance for economic development or job growth purposes must create a net increase in jobs in Minnesota within two years of receiving the assistance. 14. M.S. 116J.8731, Minnesota Investment Fund applies to this project. 15. Minnesota Investment Fund Rules Chapter 4300. The City of St. Joseph certifies compliance with the compliance as so stated in the accompanying "Local Government Resolution". Signature of Applicant (St. Joseph City Administrator) . COMPANY PROJECT NARRATIVE . A. Company History: As shown on the accompanying chart, what is now known .as VicWest had its origin in 1905 with the founding of Winnipeg Ceiling and Roofing. In 1930, VIC Metals was founded in Victoriaville, Quebec by Thomas Gregoire, Inc. In 1987, the units merged as VicWest Steel, Inc., a unit of Jannock Limited, a publicly-held company based in Toronto. The next year" 1988, VicWest began U.S.qperations for the . first time with the founding of Jenisys Engineered Products, Inc. to acquire regional metal component manufacturers and to start Greenfields to compliment the acquisitions. Through acquisitions and Greenfields; VicWest has grown in the U~8. to' eight manufacturing plants with ánnual sC!les of approximately $100 million. One of the manufacturing plants was established in.St. Joseph, MN in 1993. On March 10, 2000, Magnatrax Corporation acquired all of the outstanding stock of Jannock Limited. IN connection with that transaction, Jenisys Engineered. Products, Inc. d/b./a VicWest, became a whollý- owned subsidiary of American Buildings Company, a subsidiary of Magnatrax Corporation~ B. JenisysEngineered Products, Inc. d/b/a VicWest's Proposed Project: Presently, . VicWest's 81. Joseph Plant operations. are conducted in a manufacturing facility containing approximately 45,000 square feet. 'Current and projected growth of the business necessitates a larger manufacturing facility to effectively accommodate the growth. Consideration was given to expanding the existing leased facility, but such an expansion would nollend itself to an efficienìproduction flow. In order for VicWestto maintain its manufacturing operations in 8t. Joseph and accommodate the existing and projected growth, an alternatêmanufactUring site would be required. The schedule below reflects the actual and projected sales (in millions) from the St. Joseph Plant for the periods shown. 2000(A) 2001 (A) 2002 (P) 2003 (P) 2004 (P) 2005 (P) 2006 (P) $13.6 $20.0 $21.5 $23.5 $25.5 $27.0 . $28.5 (A) = Actual; (P) - Projected . It is significant to note that the 47% increase achieved from 2000 to- 2001 was accomplished in a less than robust economy. - - C. Market Opportunities: The additional space would enable achieVement of the projected sales shown above. The market opportunities are present, but additional space will be required in order to take advantage of the opportunities. The increase in 2001 from 2000 was accomplished despite lack of adequate space, but at an added cost of inefficiency and would not be a workable situation on a long-term basis. It is important to understand that the sales are not level throughout the year because of weather considerations that result in a strong seasonal demand for product, which results in operations running overtime during the peak periods. All orders are produced to the customer's specifications (metal thickness, length of panels, paint color, etc.) so there is virtually no finished goods inventory. D. Competitive Advantage: The competitive advantages enjoyed byVicWest are (1) knowledge of the markets served; (2) part of a larger organization which enables more competitive pricing for the raw materials used in the products produced; (3) the locations·of the company's manufacturing facilities near the markets served. E. Status of land Acquisition: VicWest will lease the proposed facility from St. Joseph Development, LLC. A copy of the executed lease is attached. St. Joseph Development, LLC. Has executed a purchase agreement with the property owner.' A copy is attached. The present facility is approximately 45,000 square feetand does not allow for efficient production levels required to meet current requirements. The proposed manufacturing facility would be a 400' X 150' building and would be set up for a component operation and designed for future expansion. A description of the proposed manufacturing facility is as follows: . · Three each 50' span X 400' bays with columns spaced 25' on center (designed for expansion). · · One end features raw materials unloading and storage with a 14' X 200' drive thru, with two each 14' X 14' overhead doors serving as finished materials loading area. · The other end of the bays feature eight 14' X 14' overhead doors serving as finished materials loading area. · Overhead cranes will service ali three bays. · The first iSO' of each crane bay will have a 10-ton crane to service the materials unloading and storage area: It will have a 50' span. · The baíance of the 250' bay will have two sets of five-ton cranes, each set on a 25' span. · All cranes will have a 20' hook lift height. · The building will have 26' eave height, with a·1:12 pitch and standing seam roof system, . gutters and downspouts. · The floor will be 6" concrete reinforced with 2.1 gage wire mesh, and 12" thickened joints, finished and sealed. · Building insulation system to be R-32 roof and R-19 walls, with a Simple Saver insulation system on the ceiling and walls. · The first 4' of the walls above floor elevation will be insulated cast-in-place concrete. · The top 4' of the sidewalls will be clear insulated wall lights. · Plant heating to be radiant tube heat system, with 90% efficiency. · . Diesel smoke/carbon monoxide evacuation system to include two make-up air units, four exhaust fans, and an office ventilation/cooling/heating system. · Floor drains located at the truck loading and drive-thru areas. The office portion of the facility would be 50' Z 140' and attached to the long side of the manufact~ring building. The description of the proposed office is as follows: · It would consist of a· vestibule area, lobby/reception area, conference room, offices for · customer serviçe and production support, a kitchen area, and men & women's restroom facilities. - · The other side of the- office building consIsts of an employee break area, men and women's locker rooms, a supervisor's office, and a quality assurance office. · There are five entryways to the production area; exterior windows, and a walk door to the employee break room. · Insulation: The office walls to have an R-19 and the roof an R-32 with the Simple Saver System. · All interior walls will be insulated for sound control. · The office area will have an acoustical ceiling. · The office building exterior wall will be a combination of brick and wainscot and E.F.I.S. finish above. · There is to be approximately 18,700 square yards of asphalt covered employee parking, visitor parking, and truck parking along with maneuvering/drive areas, 476' of concrete sidewalks and 1,100' of curb and gutter. S-8 · . . 0 ~f 1 OPTION AGREEMENT . This Agreement, is made' and entered into effectiv~ the 14th day of June, 2002, by and betvveen Leo Buettner and Gloria ~uettner, husband and wife ("Seller"), whose address is , and W. Gohman Construction-Co., a Minnesota cOiporation ("Buyer"). - :1. , Grant of Option. ~eller, in consideration of the sum of$1,500.00 and other:good and valuable consideration paid by Buyer to Seller, the receipt of which is hereby ac1mowledged,' hereby gives and grants to Buyer, or its assign, the exclusive option to purchase that certain· parcel of real property described below (hereinafter referred to as the "Property"): The South Eight (8) acres of Lot One (1), Block Two (2), Buettner Business Park, according to the plat and survey thereof on file and of record in the office of the County Recorder in and for Steams Co~ty, 'Minnesoui... "... , . '. 2. Option Period.. The Option Period ("Option Period") shall extend for a period from the effective date of this Agreement stated above for ninety (90) days. During said Option . Period., Buyer may exerci~e this Option in áccordance with its terms. This Option shall·expiie at 5:00 o'clock p.m.·, 'on the last day of the Option Period. . 3. Purchase Price. The Pur~hase Price for the Property shall be $18,000.00 per acre . times the number of acres actùally deeded., plus special assessments to be levied against the ,subject pretnises, but not to exceed the total sum of $21,623.00 per acre for all municipal' . . improvements e'PurchasePrice"), w1ûch sum shall be paid by Buyer paying to Seller the sum of . $3,500.00 on the datethe mdustriallease.with Jenisys Engineered Products, ÌD.coiporated d/b/a Vic West, is executed, and the balance to be paid in cash or by certified check on the Date of ' Closing. If Buyer properly exercises this Option and the lease is executed., the $5,000.00 paid by Buyer to Seller as consideration for said Option shall be applied toward the Purchase Price. 4. Exercise of Option. ·TI:Ïis Option may be exerçised at any time during the Option Period by written notice to Seller, h~d delivered.or mailed by certified mail, return receipt request~d., to Seller's address se~.forth above, and shall be deemed effective the date so delivered or deposited in the U.S. mail.· 5. Date of Closinf!. The closing of the sale of the Prop.erty under this Agreement shall be nqt more than ninety (90) calendar days following exercise of the Option granted herein . ("Date of Closing") and shall be at a time and pl8;Ce which is mutually acèe]?table to Buyer and . Seller. ,.- On the Date of Closing, Seller shall deliver to Buyer a standard Minnesota Warranty Deed., and a Certificate of Real Estate Value. Unless otherwise provided herein, the Warranty Deed shall be subject to easements and restrictions of record, if any; applicable land use ordinances and regulations; and reservation of minerals 'and mineral rights, if any. All deferred .'. and alllli1paid special assessments. and other governmental charges against the Property will be p~d by Seller on the Date of Closing. The state deed tax attributable to the sale shall be paid by the Seller. All real estate taxes payable in 2003 and subsequent years shall be paid by Buyer. . .. i,' 1/ f/ " Ii if ? Real Estate taxes in the year of closing shall be pro-rated between Buyer and Seller to the Date '. of Closing. 6. Failure to Exercise Option. If the Buyer does not exercise the Option as herein provid~d, the sum of $1,500.00 p~d by the Buyer shall be retained by the Seller, free of all claims of the Buyer, and neither party shall have any further rights or claims against the other. Buyer shall, at the request of Seller, execute and deliver a written releaSe or other instrument specified by Seller evidencing the non-exercise of this Option. Such instrument shall be signed and acknowledged in a form suitable for recording. '7. Access to Option Property. Seller authorizes Buyer and Buyer's agents to enter upon the Property during the Option Period for the purpose of conducting such inspections, surveys, core drilling op,erations and subsurface exploratory work as Buyer shall deem appropriate for its purposes. Buyer hereby agrees to hold Seller harmless from any and all .... . claims -for damages, injury, liens, or other charges arising from such work. 8. Title. Within ten (10) days following exercise of this Option by Buyer, Seller shall provide Buyer with an Abstract of Title prepared for the Property to include all necessary searches and. certificates, including levied and pending asseSsments, bankruptcies, judgments, and state and federal tax liens. Upon delivery of the continued Abstract to Buyer, Buyer shall proceed to examine title. If objections to title are found, they shall be made in writing to-Seller within twenty (20) days of delivery or shall be deemed to be waived. If objections are made, . Seller shall be allowed one hundred twenty (120) days to make such title marketable and shall . diligently pursue all' efforts to make title marketable. Pending correction of title, the Date of Closing shall bepostpone.d, but upon correction oftitl~ ~d after written notice of correction t~ Buyer, the parties shall proceed to close within ten (I 0) ~ays of receipt of such notice. If title is not marketable and is not made so within one hundred twenty (120) days from the date of written ' objections, the Option shall be null and void, at the.option of the Buyer, and any money previously paid by the Buyer for the Option shall be refimded. . If the title is found marketable or is made marketable within said time, and Buyer shall default in any of the agreements contained herein and shall còntinue in default for a period of ten (10) days after written notice to Buyer, then and in that case, Seller may terminate this Agreement. Upon such termination, all payments made for the Option shall be retained by Seller as liquidated damages, time being ofllie essence. This provision, however, shan not deprive Seller from recovering damages if the Property is taken byah eminent domain proceeding, nor shall it deprive either party of the right of enforcing the specific performance of this Agreement provided such Agreement shall not be otherwise terminated" and provided action to enforce such spécific performance shall be commenced within six (6) months after such right of action shall arise. 9. Environmental Testing. Seller shall allow Buyer, and Buyer's agents, access to the Property without charge and at all reasonable times for the purpose of taking soil borings and doing other environmental testing. Buyer shall pay all costs and expenSes of such investigation and testing, and shall hold Seller harmless from all costs and liabilities relating to Buyer's activities. Buyer shall repair and restore any damages to the property caused by or occurring . L L . . . · during Buyer's testing, and return the property to substantially the same condition as existed prior to such entry. 10.' Warranties. Seller wari.'ants and represents that it now holds title to the Property subject. only to this Option Agreement Seller further warrants and represents that it will make available to. Buyer prior to the exercise of the Option all contracts, agreements or obligations . relating to- the Property with other persons which w:m extend beyond the Date of Closing. Both parties w3ITant and iepresenteach to the other that'they have full power and authority to enter into this Agreement. 11~ Eminent Domain. If the Property or any part thereof becomes the subject of an eminent domain proceeding at any time during the Option Period, Buyer shall have the right, but not the obligation, to exerèise the Option granted herein as to the condemned parcel. .' . .. . .... If the Property or any part thereof becomes the subject of-an eminent dom~pröcèediIïg . subsequenfto the exercise of the Option granted here~ but prior to the Date of Closing, the notice of exercise shall become null and void at Buyer's election, provided that Buyer shall -notify Seller óf such election witbintwenty (20) days following notice :fÌ'om Seller of the eminent domain proceedihgs. In the event Buyet elects not to proceed to the Date of Closing and . required notice is given to Seller, then any money previously paid by Buyer for the Option shall be reta:ined by Seller. - · 12. Recordin~. . The parties agree that, at the request of either party, they will execute a "short form" Option Agreement that will be recorded against the Property to give notice of Buyer's interest in the Property without the necessity of recording this Agreement. . . - . - - . . 13. Possession. Possession of the Property shall be given to Buyer on the Date of Closing. 14. Assi2Dment. Buyer shall have the right to assign its interest Ï1;1 this Option Agreement. 15. Miscellaneous. Any written notice which may be or is required to be given pursuant to the provisi4?ns of this Agreement shall be deemed sufficient if delivered or sent by certified niail, postage prepaid, return receipt requested, and addressed as first appears in this Agreement. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota. ~k This Agreement shall be binding upon the parties, their respective heirs, successors, and assigns. . . This Agreèment represents the full and complete agreement of the parties, and any oral and/or prior agreements are contained and merged into this Agreement. · . . , . , I l .., I"· . . .¡~ -' / -1 ." 1;- IN "WITNESS WHEREOF, the parties hereto have executed this Agreement as of the . date and year first above written: . SELLER ~oÆ~C;¡J!~ r.; 0 Buettner . Gloria Buettner BUYER ...~~ -...-.....,.-..-.. . . _ " J. . ':' :~G~~O.:..- - --..... ....-_.. STATE OF MJNNESOTA ) - COUNTY OF S-\-€t:t (^ ~ ) SS ) . On this 14th day of June, 2002, before me, a Notary Public within and for said County, personally appeared Leo Buettner, to me known to be the person described in, and who executed the foregoing instrument, and acknowledged that he executed the same as his ftee act and deed.. MAXINE M. WOODS ~~N~ NOTARY PUBUe-MINNESOTA My Commission expires Jar¡, 31. 2005 STATE OF MJNNESOTA ) ) SS COUNTY OF ) On this 14th day of June, 2002, before me, a Notary Public within and for said County, personally appeared Gloria Buettner, to me known to be the person described in, and who executed the foregoing instrument, and acknowledged that she executed the same as her free act and deed. Notary Public . L· L I . . STATE OF MINNESOTA ) ~~4.(V\~ ) SS COUNTY OF ) On this 14th day of June, 2002, before me, a Notary Public for this County, .. personally appeared i:>-n.u..-e.. ~ b ~W\A.'" ... . ~ to me personally known, who, being'by me du1y sworn did say that ~e is the ' ~~j~1\1 ofW. Gohman Construction Co., and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and acknowledged said instrument to be the free ac~ and deed of said corporation. ' ~~/-Û~ THIS INSTRUMENTURAFTEDBY:" --..... ., -,. ":':.'~ ...- .- RJNIŒ-NOONAN MAXINE M. WOODS , Wells Fargo Center, Suite 700 NOTARY PUBUc-MlNNESOTA My Commission Expires .Ian. 31, 2OQ5 P.O. Box 1497 St. Cloud, MN 56302 (320) 251-6700 - .' - .. I... . L L '4/29/2002 MON 17: 24 r'AX ~ UV.I.' VV.&. , EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OfSMISSAL AND NOTICE OF RIGHTS To: Br.uee Sha.rpe 'Ñom:E.E.O.C ~807 CA.SCADE STREET Raleigh Area Office . FAYETTEVILLB I NO 28301 1309 Annapolis Dr1ve Raleigh. NC 27608-2129 0 OnbehøIf of a per.Jon ~ w1w¡eidmlity is CO.N1f1DENTIAL (29 c.F.R.lfiOL7(a) J - CIuIrgc Num~r EEOC Rt:f.Irmoanta1lve Tefephone .Number 141990444 Thoma.s M. , Col~lough (919) '856-4075 THe æoc IS CLOSING ITS PILE ON TH1S CHARGE FOR 'fHE FOLLOWING Rë'ASON!. D The r&On auelJlld 11\ ti1a cnllT"p -rit1l tea- nato' ¡ C;]:Qjn under" an)' of the s't&tllt8&. enforced by tœ æoc.. 0 YOW' alJ.øga1:1ons d1d not 1nVolvo a CI1Hbll1ty that ;ill· coyeMlG Þy t~ Amerj,CAlu. wl:tn D18aÞU1tJ.ø" Act. 0 Tne RC$panaerrt OIIIp1oys l*&&" than the re~ numJler DT upJ.øy_ 01" ;is not otllerw.tS& covor.1t lIy 'the atatvtes. 0 w. ~annot 1nvest1;ate your =nar¡¡e Þe'CiWSO n. was tlO't fUeCJ V4'th1Jl 'the 't.1ln& 13ln1't I'èqU1rød by lllW. ' a ttaY~ ares g1._ 31) days; 1ft wb1.ctt 1:.0 re8JlOmt. you TU1ea'to prOV14ø 1ftfol'm&t1on, faned b appoar or. be av.u&o1e tor lmorvl_/con1'oranc:oE. or ot:hen/ise Taned to COOpllf'atetDthe ·eiterrt 'that 11 was not pon:l.ble'to MIII01VG your c~rll.. D 'tItC),e raa5Ollllb1.e &n:on5. were =_ 'to, locate you, _ were no~ ùle 'to co so. . 0 You ~«30 days ro·accept á reaaonDÞ1e set'tlomont ofT~ that atforaa fu11 f'e11of Tor tho hanq you ~ogea. iXl Th_ 1æI1e: u.~ -u. "t61b'lf1'11D *'tanñmrtion: . ~ upon '1~S' '1moO,S'tlP.Ulltr, the a:O~ 111 unane to COnclllcta that tblt ~T'ol'lll&1:1on o~II1ftC4' ortabl1liim viola1:1ona or ~e :tatuta::. TId:& dDe& no~ CØr-t~Ty that tho respDndent 15 UI c:ompUance W1.~h 1.1\0. $'ta:tut.... Iùa f1.m1J.D¡¡ 16. tlllltIe U U el\Y ~~lI9r SsDues ttla1. 1II1gn't. " col\f;truelS M ~1/1ßg be.n 1õU.SC1I. Ðy tbl!õ Charge_ D 'rbu EEQC ~ adnclted.,1:.ha fi1!d1ng¡¡ o.t' 'tM sta:to ot' loc:al. fldr tIIIIµloymellt p!'&Ç't10es. Ug9n.cy t.h:I.'t :UNøs:untel1 't1U.$ CnIlF~e. D oum- (briefly støJt:} -- NOTiCe QF -SUIT RIGHTS - (See the additional information ~ to j!ùs JOIm) - - T'n~Vu. ,be- ~nsw\ÛI. mSabmtlea A~ 1mdIor1he Ave DisCrlmlml110n In &ripIoyment Aet: 'This w:ui be ~he onl.ynoti.ce 01 d'1sm1sS'al and of yOtlr"" r:ight 'to sue 'tturt we w.u.l send you. VOllmay 'file a 'l.awsuit agains1:the res.ponèlen.'t(s.) unc1er 'fe¢erallaw bi!.sed on 'thi& charge Ù\ f~eral or state cour-t. YDur J..awsU:L~ mus;.tbc lIÏed WmtIÞi9C>DAYS ofygur rocII'pufti11a Notfce: otherwise, you!' r1Oh't' 'to sue based on 't'tiU cMrge wiU be- :tos.t~ ('the 't'1.me. llm1:t 1'0t" tiling. suit based o.n a s:ta'te. c~e:ill\ may. be à11'1'ere~'t.) Equal Pay Act (EPA)~ EPA su11:s muS't be 1'.11etf j,n 'federal or state court within 2 years (3 years 'for: w.1:I.l· 1'\11 v~Dla..t:i.Qns) of 'the a11.e:~'8t1: EPA. vmlerpaYllleTrt:. ì1üs means 'tnat baciqlayduoforany vlola1lona.1hat occurred mere than 2 vea~ Q yan;) befor. you tire SUit mav not = coltøc:tlblli. .. . I'f you 'tile sul't tlasecl on this charoge, please send Ii copy of yo:ur co'un; complaint 'to 'this off1.ce. On 'Behal.f of 'the Commí.ssl.ol\ § / ::z.."( / ctJ I I (D ) cc: VICWES'l' STEEL . 810 'l'OM STARLING ROA.D FAYETTEVILLE, NC 2830l .:EOC FOiUI 161 (How OBIS?) FILE COPY PERSON FILING CHARGE ; eaUAL EMPLOYMENT OPPORTUNITY COMMISSION Sharpe, Bruce D ¡ ¡ THIS PERSON (ChecK one) r-;;r . I [X] ClAIWS TO B£ AGGRIEVED . Arno l·d Hu f fman o IS FILING ON .BEHALF ?F AHOTIIER Plant Manager DATE OF Al.LEGED VIOLATION. Vic West Steel Earliest Most Receni , 810 Tom Starling Road 10/13/1998 10/13/1998 , Fayetteville, NC 28301 PLACE OF ALLEGED VIOLATIOH , L .-J Fayetteville, NC .CllARGE NUlœER 141990444 t NOTICE OF CHARGE OF DISCRIMINATION (Se~ SEOt: -Rules 8Dd RegulatioDs- bero~ aOl:Jpl~tiDg tb:ts }>orœ) You are hereby notified that a charge of employment discrimination has been filed againstýour organization under: ŒJ TITLE VII OF THE CML RIGHTS ACT OF 1964 o THE AGE DISCRIMINA. TlON IN EMPLCJYMENT ACT OF 1967 i o THE AMERICANS WITH DISABIUTlES ACT , o THE EQUAL PAY ACT (29 U.s.C, SECT. 206(d» 1nvesÙgat10n W1.ll be conducted concurrently with our ;l.nvestigat1on I or th1s·charge. . ¡ - The boxes checked below apply to your organization: - , 1 . D No action is required on your part at this time. 2.~ Please submit by 05(2S(99 a stâtement of your position with respect to the allegation. contained in this charge, with copies of any supporting documentation. This· material will' - be made a part of the file andwìll be considered at the time- that we investigate this charge. Your prompt response to thiS request will make it easier to·conduct and conclude our irivest-igation of this charge.. . . ! 3. ŒJ Please 'respond fully by 0 t) /25 /9 g to the attached request· for information which pertains J i to the allegations contained in this charge. Such information will be made a part of the ; file and will be considered by the Commission d.uring the course of its investigation of i the charg.. . . , \ For further inquiry on this matter, please use the charge nt..mber shown above. Your positiof1 statement, your response to. our request for inf{)rmation, or any inquiry. you may have should be directed to: j Raleigh Area Office 1309 Annapo 1 i.s Drive Raleigh, NC 27608-2129 Alvan L. Robinson. Senior Invest (Col7lJ7U3Swn Represenumve) i . (919)·856-4082 !XJ Enclosure: Copy of Charge (Telephone Number) i BASIS OF DISCRIWIUATION !XJ RACE o COLOR 0 SEX o RELIGION [] NAT. ORIGIN [] AGE o DISABILITY o RETALIATION [] OTH, CIRCUl.lSTANCES OF ALLEGED VIOLATION See enc19sed Form 5, Charge of Discrimination. . DATE TYPED HAUE/TITLE ~F AUTHORIZED EEOC OFFICIAL Richard E. Walz ¿. t.AJ Q., ~;~~,i. . RESPONDENrS COPY CHARG~ iF DISCRIMINATION AGENCY CHARGE NUUBER . .' . 0 FEPA 1s form is affected by th~Pr1v.acy Act of 1974; See,' Privacy Act Statement before 1&1 m leting this form. -1:'1:,,,,,=,,,.,,...,., .. EEeC ........ -. T' V .' US r:-;'", . ' . (... t: I... ',I and EEOC ' "R A r ¡:a,!,. fr-. .... -.. .. ~ ~.. Stale orlocalAgrmcy, ifâìij-·... >I "~',-x V r ¡~ it;;:, ~"'E (Indicot~ Mr.. Ms.. Mrs.) .J 08 p.!} , TELEPHONE (.include A~a Coäe) Mr. Bruc.e D. Shar " - . /'ï .. 'REET ADDRE SS C~TY, STATE AND ZIP CODE 18 Casc.ade Street. Fa etteville NC 28 01 2 'AMED IS THE EMPLOYER, LABOR ,ORGANIZATION, EMPLOYMENT AGENCY APPRENTICESHIP COMMITTEE, :TATE OR LOCAL GOVERNMENT AGENCY WHO DISCR.IMINATED AGAINST ME (U llJore tJ¡UI1 one list ÒeJotf.) ~f.lE NUMBER OF EMPLOYEES, MEMBERS TELEPHONE (1ncl/1de A~a Code) Vic West Steel Cat B 101-200 TREET ADDRESS CITY, STATE AND' ZIP CODE 810 Tom Starlin Road Fa etteville NC 28 01 0 1 A}.IE TELEPHONE JIIUI.IBEfl (JnaJude . Ares Code) THEET -ADDRESS CITY. STATE AND ZIP CODE COUNTY ';AUSE 0-. DlS.CRIMI!'¡t,,1IO~ ~^Z.ED C~: :(~¡J,..tl): apPI'oprJUl-c bl7X(r:tS)) DATE DISCRIMINATION TOOK PLACE ŒJ RACE ' o 'COLOR DSEX o RELIGIÔN o NATIONAL ORIGIN EARL.lEST LATEST D RETALIATION DAGE D DISABILITY o OTHER (~p~aJ t;y) 10/13/1998 10/13/1998 0 CONTINUING ACTION THE PARTICULARS ARE (Jr addicionaJ spoùe is needed. atcach extra sheet(s)): I. On Octo'ber13. 1998. I was discharged from a materials handler position. I had been employed-by the above named company', since June 24, 1998. The company employs mo~e than fifteen (15) employees. II. I was told_by my manager, Mr. Arnold Huffman, Caucasian. that I ; was discharged bec.ause I was involved. in. a physical altercation with a Cauc.asian· employee ,- Mr. Sc.ott McLamb. - - .. I am unaware of the c.ompany·s disc.harge.policy. However. a Caucasian supervisor, Mr. . Eddie Fisher . who wasiIivolved in a physic.al altercation with the same employee, 'Mr. Scott Mc.Lamb, Cauc.asian, one (1) week before I was disc.harged, 'was not disc.harged. Additionally, Mr. Scott McLamb, Caucasian, was not discharged. III. I believe that I was, disc.riminated against in vioaltion of T,i tIe VII of the Civil Rights Ac.t of 1964, as Amended, bec.ause of my rac.e, Black, and retaliation for c.omplaining, verbally and'in writing, about ac.ts made unlawful by Title VII. D I want this charge filed with both the EEOC and the State 0 NOTARY - (When necessary tor State and local Requirements) local Agency. if any. I will 'advise the agencies if I change my address or· telephone number and cooperate fully with them 1n the I swear or affirm that I have read the above charge and that processing of my charge in accordance with their procedures. it is true to the best 01 my knowledge, information and belief. ~I declare under pena1.ty of perjury ttlat the foregoing 1s true SIGNATURE OF COMPLAINANT "þ'·/:1Jt ". " . ~ t,,· }f~ ' SUBSCRIBED AND SWORN TO BEFORE ME THIS DATE (Day. month, and year) Charging Party (Sil!l1at/Jr~) RESPONDENT'S COpy e j (I) Equal Employment Opportunity Commission I ì ; Raleigh Area". Of1 ice .-. - 13Q9 Annapolis Drive ¡ Raleigh, N. C. 27-608-2129 j , ¡ May 11, 1999 .' RE: Charge Number 141990444 Bruce Sharpe vs. Vic West Steel -. .'. . Mr. Arnold Hu1"rman Vic West Steel 810 Tom Starling Road Fayetteville. NC 28301 Dear Mr. Huffman: . . As the Director 01" the Raleigh Areà Of1"ice of the Equal Employment Opportunity Commission. I have just reviewed a recent charge of employment discrimination in which you as the employer are named. as the Respondent. Arter my review of the allegations in the charge, it appears that this 1s a matter that could be easilY and quickly resolved to the satis1"action or all parties without th~- commitment or extensive time and resources on either party's part. In that regard. I want to per~onally invite you to part~cipatein an early e1"fort at resolving this matter. For your convenience, I have attached a zo"rm 1"or you to use to tender· the -.settlement offer or you may. contact Alvan L. Robinson, Senior Investiga (919) 856-4082 to discuss settlement. I1" you do not ~ish. to resolve the charge through early ·negotiation. the attached Request for In1"ormation is to be submitted by OS/25/99. I look 1"orward to hearing 1"rom you. i ~:incer.~ ~~ I ~ -- ! Richard E. Wa1z j pirector I ".. ! Attachment i I - - .,': RESPONSE TO INVITATION TO PARTICIPATE IN SETTLEMENT DISCUSSIONS . . ------------------------------~------------------------------------------- .rge No:' 1.4~990444 --------------------------------------------------------------------------- .arging Party: Bruce . Sharpe Respondent: vic West Steel. '--------------------------------------------------------------------------- 'STRUCTIONS: .Please complete the p~rt of this form that represents the Respondent's decision as to negotiated settlement in the above-r~ferenced charge'and return it by 05/25/99. Return with this form a statement to Respondent's position . with regard.tothe charge. I represent vic West steel (Respondent) in this matter. . We ·do wish to resolve the charge by the negotiated settlement process. We wi~~ offer the Charging Party - , - in order to resolve this matter. promptly. -ATE I·· SIGNATURE -I TITLE - - . 2. I· represent 'vic West steei (Respondent) "i11- this matter. We decline to consider resolution of the charge by the negotiated settlement process. t.TE ,. SIGNATURE I TITLE ~ I (I) Equal Employplent 0,Bportunity Commission I ." Raleigh ~ea Offjce i 1308 Annapolis Drive Raleigh, NC 27608-2128 ! ; i I Charging Party: Sharpe. Bruce D I Charge No.: "141990444 I May- 11, 1999 ! Mr. Arnold Huffman ¡ Plant Manager I Vic West Steel 810 Tom Starling Road , Fayetteville, NC 28301 ¡ \ Dear Mr. Huffman: I Your organization is hereby requested to submit information and records i relevant to the subject charge of disorimination. The Commission is required by law to investigate charges filed with it. and the enolosed request-ror j information does not necessarily represent the entire body of evidence which i we need to obtain from your organization in orde~ that a proper determination as to the merits of the charge can ,be made. Please submit a response to the requested information by the deadline cited belo~. i - i- - , You may be assured that any info~mation or explanation supplied by_y6u~ organization will not be made public. , i I , Sincerely, I A1V~~t\ ~son "(¡t I Î Se~ior Investigator ! i 052599 ! Response Deadline Date: i ¡ The following dates are oonsidered to be the "relevant period" for the attached Request for Information: 010198 - 01~199. : J : . ",. . . . ------------------------------------------------------------------------------- Equal Employment Opportunity Commission .' REQUEST FOR INFORMATION ( ------------------------------------------------------------------------------- Chg. Party: Sharpe,· Bruce D Respondent: 'Vic West Steel. Charge No.: 1.. Give the correct name and address of the facil.ity named in the charge.. 2. State the total number of persons who were empl.oyed by your organization during the rel.evant period. Include both ful.l and part-time employees. How many employees are empl.oyed by your 'organization at the present time? 3. Supply an' organizational chart, statement, or documents which describe your structure, 'indicating, if any, the relationship between it and' 'superior and subordinate establishments within the .orqanization~ 4. Supply a statement or documents whic~ identify the principal product or service of the named facility~ ' 5. State the. ,legal status of your organization, i.e, corporation, partnership, tax-exempt non-profit" etc. If incorporated, identify the' state of incorporation. - - 6. State' whether your organization has a corttract· with any agency· of the federal government or is a subcontractor on a project which receives federal funding. Is your organization cove~ed by the. provisions of - Executive Order 11246? If your answer is yes, has, your organization been the subject of a compliance review by'the OFCCP _at any time during the past two years? 7. Submit a written position statement on each of the allegations of the charge, accompanied by documentary evidence and/or written statements, where appropriate. Also include any additional information and explanation you deem relevant to the -'charge. .,' .. 8. Submit copies of all written rules, policies and procedures relating to the issue(s) raised in th~ charge. If such does not exist in written form, explain the rules, policies and: procedures. Issue: DEMOTION " . 1.. Submit all. documents which describe or relate to demotion ~olîcies and procedures for the relevant period and a copy of the appl.icable union contract for the relevant period. Submit a detailed explanation of your organization's demotion policy 'and procedures for the charging party's work area. This explanation shoul~ include: a. role of the applicable union contract in demotions, b. criteria for demotion, indicating the relative weight given to each factor, and c. name and position held for each individual involved in the demotion procedure during thè relevant period. 2. If the charging party has ever been demoted or involuntarily reassigned to a lower paying position, state the following:, . a. date of the demotion and reason, b. statement of whether the charging party had any right of appeal, and whether the charging party made use of any appeal rights, c. name and position held of the person recommending charging party's I " .' I demotion, I d. name and position held of. pers.on making fi.nal decision to demote i charging party, and i e. name of all witnesses to each event which contributed to the demotion. Submit all documents which state, describe, reference, or relate to the charging party's demotion including, but not li.ini ted to, all evaluations I and i.nvestigative reports. j i List all those who have been demoted or reassigned for the same or similar 3. reásons as the charging party during the relevant period. For each person, i list the following: a. name, and race b. whether demoted or reassigned, c. date of the demotion/reassignment, I d. position from which demoted/reassigned, and e. specific reasons' for the demotion/reassignment. Submit all documents which state, describe, reference, or relate to each such demotion/reassignment'· including, but not limited to, the resolution of the complaint. 4. List any employees who were p~aced in the position from which the charging party was demoted or transferred. For each person, list the following: a. name, and race I b. date of hire or transfer, and c. qualifications. I Issue: DISCHARGE l. If the charging party was discharged, submit the following: a. date of di.scharge, - I b. reason for discharge, c. statement of whether the charging party had any right .of appeal, and I whether the chargi.ng party made use of any appeal rights, I d.. person recommending the discharge, including name, position' held, ¡ and race e. pe~son maki.ng final decision to discharge the charging party, including name, position heldl and race Attach copy of any evaluation or· investigation report relating to the ! discharge ,and f. copies of all pertinent documents in the charging party's' personnel ) file relating' to the subject discharge. . . 2. Explain your discharge procedures 'in effect at the time of the alleged ¡ violation. If the procedures are i~ writing 7'ubmit a copy. i 1 3. Submit copies of all written rules relating to employee duties and conduct. I Explain how employees learn the contents and rules. I 4. List all employees who committed the same or substantially similar ¡ offense(s) that the ch~ging party committed and the disciplinary action taken against them. Supply backup documentation for the list. Include ! name, position title, anà race ! ¡ List all the employees discharged within the relevant period. 5. For each employee, include employee's'name, position title, reason for and date of i discharge, and race , and a copy of the separation notice. j i ¡ i . INFORMATION SHEET ON CH~RGES. OF DISCRIMINATION , , EEOC RULES AND REGULATIONS .C~iO~ 1601.15 of EEOC's Procedural Regulations proVides that persons chari;ied with employment .~{ "I. ation, sl:lch as yourself, m9Y submit a statement of positi-on or evidence' with respect to the ations contained in this chårge. - EEOC's Recordkeeping and Reporting Require(l1ents. are set forth at Title 29, Code' of Federal' llations (CFR), Part 160;2 (see particularly Section 1602.14 below). for, Title VII and the ADA; 29 CFR Part· ) for the' EPA; and 29 CFR Part 1627, får the AD EA. These regulations 'generally require respondents· to' erve payroll and personnel· records relevant to .a charge of discrimination' until disposition of the charge or' ..tion relatil')g to 'the charge (for 'ADEA charges, this notice constitut~s the Written request set out in Part 7 for respondents to pre~erve. records relevant to the charge - the recor~s tö be retained are. as described 9ction 1602.14, as cited below, and should be kept for the periods described in that section). Parts 1602, J and 1627 also prescribe record retention peñods - generally, three years for basic payroi! records' and year for ·personnel repords. Questions'regarding rètention periods and the types o~ recQrd~ to be retåined lId be resolved by reference to th,e regulations" - Section 1602.14.~reservation of' records made or kept. ....Where a c~arge of discrLmination' has been: i, or an ac~on bro':!ght by the .Co~mission pr the Attorney Gèneral, against an ,erqp!o¥er under Title VII ,?r. ADA, ~e employer shall preserve all personnel records relevant to the charge' ö¡:.theaction. The term -sc~mnet records rèlevant to the charge, n for example, would include personnel or employment records :ting to the ·aggrieved person and to all other aggrieved employees holding positions similar to that. held or ght by the aggrieved. person and application forms. or test papers completed bY an unsuccessful applicant by åIl other candidates for the- same position as that for which the aggrieved person applied and was cted. The. date of "final disposition_ of. the ·cnàrge or the action" means the date of expiration òf .1;he '.ry 'period within which "the aggrieved per~on may~ringan action in a U_.S. District C.ourt or, where an is brought against an employer either by the aggrieved perSOA, the- Commission, or by the Attorney 1eral, thè d~te.~n which ~uçh litigation is terminatedJ - - . . NOTICE OF NON-RETALIATION REQUIREMENTS Section 704{a} of Title VII, Section 4{d) of the' ADEA, and· Section 503(a) of -the ADA provide that it :in be an unlawful ·employment practice for ?n employer to. öiscrÍminate against any of his/her employees or Jlicants for employment, for an employment· agency to' discriminate against any individual,· or for. a labor lanization todiscriininate:against any member thereof or applicant for membership, because s/hehas f)osed any actor' practice made unlawful by ·.thesestatutes, or because s/h~ has måcle .a charge, testified, slsted, or participated in any manner in an investigation, proceeding, or ht?aring under 'these statutes. The ual Pay Act of 1963 contains similar provisions. Additionally, Section 503(b) of the ADA prohibits coerciofl, :imidation; threats, or interference with any person because's/he has exercised or enjoyed, or aided 01 couraged others in their exercise or enjoyment, of rights u~der the Act~ Persons filing charges of discrimination· are advised of" these Non-Retaliation Requif-ðments and an tructed to notify EEOC if any attempt at retaliation is made. Note that the Civil Rights Act 'of 1991 provide: bstantial additional m'onetary provisions to remedy instances of retaliation or other 'discrimination, including r example, to remedy the emotional harm caused by on-the-job harassment. NOTICE REGARDING REPRESENTATION BY ATTORNEYS Although it is not necessary that you be represented by an attorney while we hand!e this charge, yo ."--¡ a right, and may wish to retain an' attorney to represent you. If you are represented by an attorney w bst that you provide the Commission with your attorney's name, address, and telepbone number, and th< :>u ask your attorney to write to the Commissi~n confirming sLrch representation. Ikv(:r:;I: :;ide of EEOC Form 131/1Jl-^ (1'1:::1 1()/~~1\) BUSINESS OWNERSHIP INFORMATION . 1. Owners/Shareholders Name %of Shares Outstandina American Buildinqs Company 100% A sUbsidiary of Maqnatrax Corp. - - - - 2. Directors (name) See attached schedule (name) (name) 3. Officers - President (name): See attached schedule Vice President (name): See attached schedule . Secretary (name): See attached schedule - - Treasurer (name): See attached schedule 4. Describe any changes in ownership in the company during the past five years. Until March 10, 2000, Jenisys Engineered Products, Inc. d/b/a VicWest was 100% owned by Jannock Limited. On March 10,2000, all of the stock of Jannock Limited and its subsidiaries, including Jenisys Engineered Products, Inc. d/b/a VicWest was acquired by Magnatrax Corporation and its subsidiaries. At that time, Jenisys Engineered Products, Inc. d/b/a VicWest became a 100% owned subsidiary of American Buildings Company, a Magnatrax Corporation subisidiary. 8-11 - - - . JENISYS ENGINEERED PRODUCTS. INC. d/b/a VICWEST DIRECTORS: . Bruce M. Zorich R. Charles .Blackmon Mark L. Hilson Nigel S. Wright OFFICERS: ~ Bruce M. Zorich-Chief Executive Officer and President Thomas A. McCann-Vice President of Operations R. Charles Blackmon-Vice President & Assistant Secretary Allne Savage-Vice President & Assistant Secretary Peggy S. Woodham-Vice President & Secretary Mark L Hilson-Vice President & Assi$tant Secretary Nigel S. Wright-Vice President & Assistant Secretary - Archie P. McKinnis-Vice President & Controller ; . - -- , - -- ., , - -- PROPOSED PROJECT FINANCING . Funding Source: Industrial Development Bond Contact Person/Phone Number. Micheal Gohman/ (320-363-7781) or Nick Skarich - Juran & Moody: 612-370-2938 Amount Requested: $4.200.000,00* Status: . Committed XX Denied Pending _ * Amount cited in inducement resolution (copy attached) and submitted to Mn. Dept. of Finance Funding Source: Tax increment financina Contact Person/Phone Number. Judy Weyrens, City Administrator. City of St. Joseph / (320)363-7201 Amount Requested: $576.954.00 Status: Committed XX Denied - Pending Funding Source: Minnesota Investment Fund Contact Person/Phone Number. Carol Pressley-Olson/651-296·3898 Amount Requested: $70.000 Status: Committed - Denied - Pending XX Funding Source: É.9.!:!.tlY" Contact Person/Phone Number. Michael Gohman: 320-363-7781 Amount Requested: $300.000 Status: Committed XX Denied - Pending Letter attached - Funding Source: . ContaQi: Person/Phone Number: - Amount Requested: $ - Status: Committed Denied Pending - - Funding Source: Contact Person/Phone Number: Amount Requested: $ Status: Committed - Denied - Pending _ Funding Source: Contact Person/Phone Number. Amount Requested: $ Status: Committed - Denied - Pending Funding Source: Contact Person/Phone Number: Amount Requested: $ Status: Committed - Denied - Pending ATTACHED ARE PROOF OF FINANCING INCLUDING: THE lOB OFFICIAL STATEMENT; THE TIF PLAN, DEVELOPERS AGREEMENT AND ADOPTING RESOLUTION. S-12 - ~ St. Joe DevelopmentLLC 815. County Road 75 East "' P.O. Box 57 St. Joseph,'1v1N 56374 320-363-7781 320-363-7207 fax June 14, 2002 Ms. Caròl Presley-Olson MN DTED 500 Metro Square 121 7th. Place East Saint Paul, MN 55101 Dear Ms. Presley-Olson: - S1. Joe Development LLC would like to thank you for your consideration of the - Minnesota Investment Fund application to provide gap financing for the Vicwest project . - in the City of St. Joseph. - This industrial project i$being completed with the cooperation of a number ofñnancial programs including an industrial.revenue bond., tax increment financing, the Minnesota Investment Fund (pending) andwith equity. S1. Joe Development LLC is committed to contributing $300,000 in equity to the project. If you have any questions, relating to this commitment, please feel free to contact me at: 320-363-7781. B;;1Jd- Michael Gohman, CEO S1. Joe Development LLC . , . NOTICE OF PLiBLlC HEARING . ON A PROPOSAL FOR AN INDUSTRIAL FACILITIES DEVELOPMENT PROJECT (VICWEST PROJECT) Notice is hereby given that the City Council of the City of St. Joseph, Minnesota (the "City") will meet at City Hall in the City at 7:05 p.m. on Thursday, June 27, 2002, to consider the proposal of Western Development, LLC, a Minnesota limited liability company (the "Company), that the City assist in financing the acquisition, construction and equipping of an approximately 67,000 sq. ft. building to be used to process steel for' construction use to be located at the northeast comer of Elm Street and 15th Avenue in the City of St. Joseph by the issuance of industrial development revenue bonds. The maximum aggregate estimated principal amount of bonds or other obligations to be issued to finance this project is $4,200,000. The project will be owned by the Company and will be operated by Jenisys Engineered Products, Inc., a Delaware corporation, d/b/a Vicwest. The bonds or other obligations if and when issued will not constitute a charge, lien or encumbrance upon any property of the City except the project, and such bonds or obligations will not be a charge against the City's general credit or taxing powers but will . be payable from sums to be paid by the Company pursuant to a revenue agreement. - A draft copy of the proposed application to the Commissioner of the Department of Trade and Economic Development, State of Minnesota, for approval of the project, _ together with all attachments and exhibits thereto, is available for public inspection from 8:00 a.m. to 5:00 p.m., Monday through Friday, at thé City Hall office in the City. - At the time and place fixed forJhe Public Hearing, the City Council of the City wi" give all - persons who appear at the hearing an opportunity to express' their views with respect to the proposal. In addition, interested persons may file written comments respecting the . proposal with the Administrator-Clerk at or prior to said public hearing: Dated this 6th day of June, 2002. (BY ORDER OF THE CITY COUNCIL) By /5/) Judy Weyrens City Administrator-Clerk . ~Z- . RESOLUTION RECITING A PROPOSAL·FOR AN . . INDUSTRIAL DEVELOPMENT PROmCT - " . G:rvrnG PRELIMINARY AFPROV AL TO THE PROJECT PURSUANT TO Jv.1ÌNNESOTA STATUTES, SECTION 469.154 AND AUTHORIZJNG THE SUBMISSION OF AN APPliCATION " FOR ALLOCATION OF FEbERAL BONDJNG AUTHORITY AND FOR PREPARATION OF NECESSARY DOCUMENTS AND CALLJNG FOR A PUBLIC HEARING (VICWEST PROJECT) yVHEREAS, . (a) The purpose of :M1rmesota Statutes, Sections 469. {52 to 469.165 ì relating to municipal industrial development (the "Act") as found and deteimmed by the iegislature is to' promote the welfare of the state by the active· attraction .aIÌd éncouragement and development of economically sound md~ mdcommerce to prevent so far as possible the emergence of blighted and margina1lan.ds and areas of chronic unen¡plo)'Dlent; . . (b) Factors necessitatiD.g the active promotiòn and development òf economically ·sound indus1rý ap.d commerce are the increâ.singconcentration of population in the metropolitan areas and the rapidly rising increase in the ainount and cost of governmental'services required to. - meetthe need$ of the increased population and the need for d~velopIttent of land use which will provide an adequate tax base to finance thèse increased 'costs ai1dac~ess to employment opport:QDities for such population; - . " (c) Th~ City Council of the City-of St Joseph (the "City")- has received from Western Development,LLC,a Minnesota funited liability company (the ~'Company") a proposal that the' ""City undertake to finance· a Project hereinafter described, through the issuance of revenue bonds (herein~er.the "Bonds")pursuantto the Act; " . (d) The City desires to facilitate the selective development of the community and surrounding area, retain and improve the tax base· in the City, and help to provide the rangè of. servi~es and employm~t opportunities required by the population; and the Project will assist the . City in achieving those objectives. The Project will help to increase assessed valuation in the City and help maintain' a positive relationship between as~essed valuation and debt ~d enhance the i:inage and reputation of the community; (e) The Proj"ect to be financed by the Bonds is the acquisitio~ construction and} equipp~g oianapproximately 67,000 s~. ft b~ding for Erocessing steel for consn:uction ~e to i be located at the northeast comer of the mtersection of 15 . Avenue and Elm Street m the CIty ot-: St. Joseph, Minnesota (the "Project"); ".\ " ..~~ ..::., ~~j (f) The City has been advised. by representatives of. the Company that~ conventional, commercial financing to pay the capital cost of the Project is available only on ~~~ limited basis and at such high costs of borrowing that the economic feasibility of operating th~~i - Project would be significantly reduced; - .' " .. ::!§1 - . . j S ~ . .iirb b ";~i 1413822vl 2 ~~., ;rl.\W! (g) No public official oftb.e.City has either a direct or indirect financial interest in the Project nor will any public øfficial either directly or indirectly benefit financially from the Proj ect NOW,·THEREF<?RE, BE IT RESOLVED by the City Council of the City ofSt Joseph, Minnesota, as follows: 1. The CouD.cil hereby indicates its prefuriinary intent to undertake the' Project pursuant to the Act, subject ~o holding a public hearing·with respect to the Project, and pursuant to .. a revenue agreement between the City and Company upon such terms and conditions with provisions for revision from time .to time as necessary, so' as to produce income and reve;m.ues sufficient· to páy, when due, the principal of and interest on the Bonds in the total principal amount not exceeding $4,200,000 to be issued pursuant to the Act tofÏDance the acqUisition, . constrUction, and installation of~e Project . 2. On the basis of information available to this Council it appears, and the Council hereby finds, that the Proj ect constitutes ·properties, real and personal, used or useful. in coimectlon with one or more revenue producing enterprises engaged in manufacturing within the meaning of Silbdivision 2(a)(1) of Section 469.153 of the Act; that the Project furthers the purposes statedfin Section 469.152; that the availability of theñnancing under the Act and - wiJliJlgness of the City to furnish such financing will be a substantial inducement to Compänyto undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the development of economically sound industry and commerce, to assist in the prevention of the emergence of blighted and marginal 1an~ to help prevent cmonic unemployment, to help the ..surrounding area retain and improve t4.e tax. base and to provide the range of service 8?-d employment opportunities required by the population, to help prevent the moVement of talented and educated persons out of the state and to areas within the· State where their services may not be as effectively used, to promote more intensive development and use of land within the City and surrounding communities and eventually to increase the tax base of the community. 3. The Project is h.ereby given preliminary approval þy the City subject to holding a public hearing with respect to the Project and consideration of information, if any, presented and further subject to final approval by this Council, Company, and the purchaser oithe Bonds as to the ultimate details of the financing of the Project. 4. The Mayor and staff of the City are hereby authorized and directed to subIDit a request for allocation of federal bonding authority for the Project. The staff are also authorized to publish notice of a public hearing on the Companys proposal in the official new·spaper of the City in the fonn attached hereto as Exhibit A . 5. The Company has agreed and it is hereby determined that any and all costs incurred by the City in coimection with the financing of the Project, including legal fees, whether or not the Project is carried to completion and whether or not volume cap is obtained will be paid by the Company. - ~G - \ 1413822vl 3 6. Briggs and Morgan, Professional' Association, acting as bond counsel, j , authorized to assist in the preparation and review of necessary documents relating to the Projec' to consult with the City Attorney, Company md the purchaser.ofthe BondS as to the maturitie: interest rates an4 other ~eims and proVisions of the BondS and' as to the covenants and othe provisioÍ1s of the necessary' doc~ents and to , su~mit . such documents to the Council for :firu approval. 7. Nothing in this resolution or in the documents prepared pursuant hereto sha: authorize the expenditur~ of any municipal :funds on the Project other than the revenues derivé itom the Project or otherwìse granted to the City for this purpose.· The· Bonds shall not constitui a charge, lien or en~umbranc~, legal or equitable, upon any property or funds of the City exce¡ the .revenue and proceeds pledged to the payment thereof: nor shall the City be subject to an .. liability thereon. The holder öf the Bonds shall never have the right to com,pel any exercisè ( the taxing power of the City to 'pay the outstanding principal on the Bonds ôf'·i:b.e interest therem or to enforce payment thereof against any prop~ of the' City. The Bonds shall recite' j substance that .the Bonds .including interest thereon, are payable solely .:Œom the revenue an " . proceeds pledged to the payment thereof. The Bonds shall not constitute a debt of the Ci1 . . within the meaning of any constitutional or statutory limi~tion. ' . 8. . In anticipation of the issuance of the Bonds to finance all or a pqrtion of tl Project, and.in order that completion of the Project will not be unduly delayed when approve Company is hereby authorized to make such expenditures anQ advances toward payment of th po¢on of the costs of the Project as Company considers nécess~, including the USe of interiI short-term financing, subject to reimbursemeIit from the proceeds of the Bonds if and wh< delivered but 'otherwise without liability on the part of the City. . - - . - #- ! t; .. " f.J;. ,z- .:) - - ..' ., ~7 û .....; ..... ~g~ 1413822vl 4 ;[;~ _.:~.'. ..~~ SOURCE AND USE STATEMENT (page 1). -~iitõrÍ.G,t~~~~!1'1 ~t_i:;c-t":;~ ~;~~ ~~~-ê:~~ëì ~î~~Q~i~~~-~::cc~"~ .... -c_;,j~ ~.'.t'ï~ 180,000· 180,000 ~~'&1fe.:¡¡ffl-PJ!,O~ª~~ ., .- - - . _ o._,,_,,;~__-,,;~~,<:._:_-,::~~:-,_-.__~-,:__::- '"" · ._ _ __. _._ U""_ ._ . .._. _ _ _____. .' ---'---' - ~_.- - -- -- -.- _._. _h" __.. 'n_ . _.__ .._ _~_ .... . · --. - -. --. _.-._- ---- . -- - __.. - _. - ... n. _. _. . . .__ __ ~iN,~~~j$ilJii1fØ:i': 276,584 3,200,000 3,476,584 -:=;[etJi&W;~~l · iFf~îf~pi1.~ªc(Qff;~rh~"'(! i :~~mi.~j~~*$~ 70,000 288,000 358,000 ·~J1'Js¡~~aalßi4f :,jÞ1toi~~~t.e~¡;;~ª,~ 197,300 197,300 ",~jt~1f~~¥'D(~~ . '~\(~~~;r?~j~~3~ . "Ea'&:nQ~~äfiGª~~:¡;,S 37,370 243,585 281,315 -:---,..-_""''''.._.'u.,·.::_ :,'_.0"".."_",""",'---'''_ _-- . ._-_:.__-~._.:,,-~;_._:-_"".=_.,"~.~: -o...:._'-C'=-,- - ,__n. ._,_._ _______.____ ..___..u___ ....._ .___._"_.d.._____.u ... _ m_____.. _ -:-W~~1~~t-§jê~~6~~~í~ 70,000 276,584 417,810 3,731,5854,423,199 . Type of Infrastructure is listed on Page 2 7 years N/ A N/A _ 4 percent N/A N/A 2nd N/A N/A OVERHEAD CRANE N/A N/A .. - - - . ~- _ m_ _. _ __, ___ _ ._ _ _ ___ ..."-- - -.. ------ _.---- -'-- '-' ...-.-..- -- - ,- ._--, - -,."--.. j¡;í,ê:rstfnän~'-:{6r~~,·:g,·~ ~1b'iÎ~~~~t\~¿I¡i--if~ No N/A N/A :~t~!é:Sß,ºJi,1r;(º~X~j~ii,i'~ 8·13 , SOURCE AND USE STATEMENT (page 2) Infrastructure Activity -- - ~ ~ - - ~..':;- . , . .. ;gji~i,',',:J'¡¡_!ii;,~;:":,.~",,_.,,,', .- - .-. ,...:.:.-.... ",;-:.;", '-.'- -.. . ..-.. --. .". '-." . ...". ..-: '".:" . .-, -'. f~~t.!i_~~~~;, ,); ¡:~j~~¡~ilji~11:~,~:~r,~ ;¡;lï.If:~¡~,~~i,:~~~,~~~~J,,' ~ - - - 8-14 ~ -- COMPANY FINANCIAL DATA A. Historical & Projected Data: Enclosed are historical financial statements and projections for Jenisys Engineered Products, Inc. d/b/a VicWest. The financial statements include balance sheets and income statements with notes pertaining to company history and significant assumptions for the year ended December 1999, 2000 and 2001. The financial statements are audited. Projected numbers for 12-31-02 and 12-31-03 incorporating the proposed project are attached. Please . note, per our discussion, these calculations are from St. Joe Development, LLC. B. Personal Financial Statements: Personal financial statements for individuals who retain over 20% ownership share of the company, in this case, per our discussion, St. Joe Development, LLC are attached. C. Collateral: Proposed collateral for the MIF funding is proposed for the grant includes the overhead cranes. Cost estimates for the cranes are attached. D. Aging of Accounts Receivable/Payable: - Per our discussion, these items_ are not necessary. E. Business Debt Schedule: - Per our discussion, these items are not necessary. COST ESTIMATES A. Construction Projects: Proposed uses of MIF dollars is for the purchase of overhead crane equipment in the leased facility. Cost estimates for the cranes are attached. 8-16 - -- B. Real Estate. Used Machinery Purchases: Not applicable. C. Price Quotes from Vendor's for New Equipment Purchases: See attached estimates. OTHER INFORMATION A. Management Resumes: VicWest is a subsidiary of Magnatrax and has been in existence since 1987. It is the result of a merging of companies which have been operational since 1905. Management resumes for St. Joe Development, LLC principals Michael and Bruce Gohman are attached. B. Corporate Documents: Attached is a copy of the company's ArtiCles of Incorporation. C. Business Plan: - VicWest is a subsidiary of Magnatrax and has been in existence since 1987. It is the result of a merging of companies which have been operational since 1905. -' D. - Commitment Letters from Finance Sources: - Attached in Section 10 following Page S-12 are: 1. The city's Resolution approving the issuance of the Industrial Revenue Bond and documentation illustrating the approved IDB allotment. 2. The City's Resolution approving the establishment of the TIF District and an executed· Development Agreement. 3. Written confirmation from the LLC committing to the use of equity for the project. 5-16 . Mð~_P8 02 01:48p VICWEST 615 323 1217 p.1... , ~ .. ¡ æ II ¡ ~.' ARTHUF<ÄNDERSEN 1 t' t .:. . . .~. . · ... MAGNATRAX Corporation and Subsidiaries ,. · ,.1- : ~... Consolidated Financial Statements I as of December 31, 1999 Together With Auditors' Report ~: iÆ' ~ i~' ~ m. L I;, t~: ~ ì\" if: j;. ~. ... . i . . ., · u, ~ - ... !.... ~ . II;:. ~. ~.' ........ -- ~. - - ·f f I' - i ::," ., . ~. .' .' r " .. ., -. "". "'"' .~~ _..... - I ,.. I < '. . .~. .¿ , .;' Mð~ 08·02 01:48p VICWEST 615 323 1217 F'.~ ". ') - . ÄRTH U R ANDERSEN REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Board of Directors of MAGNATRAX Corporation: We have audited the accompanying consolidated balance sheet offvIAGNATRAX CORPORJ\TION (a Delaware corporation) AND SUBSIDIARIES as of ~ember 31, 1999 and the related consolidated statements of operations. stockholders' equity, and cash flows for the period from May 12. 1999 to . .,.. ... December 31, 1999. These financial statements are the responsibility of the Company's management. ... ..-", .... Our responsibility is to ex.press an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perfonn the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit incJudcs examining, on a test basi3, evidence supporting th~ amounts and disclosures in the fmancial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statem~nt presentation. We believe that our audit provides a reasonable basis for our opinion. - In our opinion, the financial statements referred to above present fairly, in all material respects, the frnancial position of MAGNATRAX Corporation anâ subsidiaries a$ of J?ecemb~r 31, 1999 ¡md the results of their operations and their cash flows for the period from May 12. 1999 to December 31. 1999 in confomúty with accounting principles generally accepted in the United States. . ~.. . ... ðtL I¿/~ ¿&/ ""0" ._ ,... Atlanta, Georgia January 21, 2000 (ex.cept with respect to the matter discussed in Note 10, as to which the date is January 26, 2000) .-. --- ... . .- ~ . Ma~ 98 02 01:48p VICWEST ti1:, .;;Jc:..;;J .Lc:..L/ I . H . MAGNATRAX CORPORATION AND SUBSIDIARIES { CONSOUDATED BALANCE SHEET DECEMBER 31, 1999 (In Thousands, Except Per Share Data) .. ~. .. ",' ASSETS CURRENT ASSETS: Cash $ 3,849 AccounlS receivable. net of allowance for doubtful accounts of$3.736 77 ,380 Inventories 38.673 Deferred income ta."(es 5.849 Prepaid expenses 9.158 Total current assets 134.909 PROPERTY, PLANT, AND EQUIPMENT, net 64.596 INTANGIBLES, net 203.811 OTHER ASSETS, net 14,477 . S417.793 . "0.\. LIAB}LITIES AND STOCKHOLDERS' EQUITY ......... CURRENT LlABn.ITIES~ Cumnt maturities oflon:-tenn debt $ 8.919 Acœunts payable 46,455 Accrued liabilitieS 25.606 Totál current liabilities 80,980 LONG·TERM DERT, net of CQ('1'ent maturities· 196.436 DEFERRED lNCOIl-m TAXES 13.425 OTHER NONCURRENT LlAB1LITIES 5,180 COMMITMENTS AND CONTINGENCIES (Note 8) Total liabilities 296.021 STOCKHOLDERS' EQUITY: Preferred steck. $.01 par value; 490 shares authorized, DO shares issued and outstanding 0 Qass Acornmon stock. $.01 par value; 7.500 shares authorized, 2,573 shares issued and outstanding 26 Class B common stock $.01 par value; 3,000 shares authorized, 571 shares issued and outstanding 5 Qass C common stock $.01 par value; 10 shares authorized. 3 shares issued and outstanding 0 Additional paid-in capita1 113,172 ,.. Retained ea.11Îngi 8.569 ~. ~. .. -. Total stockholders' equity 121.772 $417,973 .-. ~ accompanying notes are an integr.¡l pm of this consolidated b:ü3nce sheet - Ma~ 08 02 01:48p VICWEST 615 323 1217 p.5 . ~ ~.. , ... - , ~ ". ~ p.t. MAGNATRAX CORPOR....\. TION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS' FOR THE PERIOD FROM:MA Y 12,1999 TO DECEIvIBER 31, 1999 (In Thousands) ...... ... _ .. .. .-. tc· -NET SALES $327,025 COSTS AND EXPENSES: Cost of &ales 266,681 . Selling, general, and àdministrative 33,223 - - 299,904 'OPERATING INCOME 27,121 INTEREST EXPENSE, net 11,254 INCOME BEFORE PROVISION FOR INCOME TAXES 15,867 PROVISION FOR INCOME TAXES 7,298 NET INCOME $ 8,569 ........ .... .. ... ~ .,- r' The accompanying notes are an integral part of this consolidated statemenL .- - . . - ... Ha~ 08 02 01:49p VICWEST 615 323 1217 p.b ". " . - ~ -~ ~ 0 a% ~ --;:Il:;> = -S .- ~~ t'-~ Q.c ::f ("')00 .... ·~iS$ .... N ..... ..... c:> ~ -&lIT .... tI;! ~ '" ~I Co> el) 0 Q~ = = ..e -;; 1: . '0 - ~ t£ Co> == * ==~ ;:- C'I =c.... 0 NQ N E .... tU r-- t'-- Eo- C'I ... .- - -. =" ,- ;-c"S.. ~ .. ë ... - .... . .......- = ~ ;;¡ -==u .... - \U .., ....,. ~ -= ~. - - E C' ('t) -< ..,. 'Íh 11.1 - ~ ~ co:: ~ ~ - -= -I ;;; - ¡::: ~ = ~ - ~ ::I 0 ~ ~ .C:> c:> ~ ~ ¡:; - .. :g Q ~ tI;! = ~ o!iI'r Z ~ U ::: -< Õ 0 c:> en 0 r:::l S r:: - 0 rII 0 - .... = ~ 0 !$ = !$l to) E-I ~ 0 ... en <: cr.; u c:> ~ .- ~ ~ U .c ~ .~ ~ .e:::: - 0 Vl ..... 0 =: E- 0'\ - 0 .~ 0'\ ~ 1:: < toO C'I "0 c:::: .... c: -~ þooo ~ P- O Q Ñ = . 0 ~ - - ;;I ð U tI'.l .... '- = ~ ~ ;: ce ~ Z P (t) <I:: ;:;Þ ~- < .Ë ~ tI) ~ :?;. c: ¡: - - ~ Q -- - ~ < Z ~ ~ 11.1 '-' ... ." Z -< < 0 C\$ ~ E-i .~ [{ <: tr.) r-. Õ "'-., .,* ~ ~ :: 1" ~ ~ I'" Q 0 bI:f ..-" C - - .;;::' '-t :::: < c ~ <:: Q c... Q. E ~ ~ 0 0 J:C '" tr.! Eo-< ~ :z; ¡::¡::. 11.1 0 0 ~ U ~ CI\ ~ 'I-t c:I\ ... - ~ ~ ~ '" k¡ ·M to) 0 ~ ü.i ,::¡ 'I-t C ~ ~ 0 E ~ EI1.I~ ¡¡¡;¡... o E .. ()0J:;;;l U .....oQ Z 0.5 Z < 1&).... < ~ -al,}...;¡ ... .., ~. -< Cf.I Z -< e:.. ~ = Ma~ 08 02 01:4Sp . VICI,¡JEST 615 323 1217 p.7 . I\L..;.GNA TRAX CORPOR~ TION AND SUBSIDIARIES ~ ~ CONSOLIDATED STATEMENT OF CASH F1..0\VS FOR THE PERIOD FROM MAY 12, 1999 TO DECE:MBER 31, 1999 . ~....-. ..... (In Thousands) þ ~ .. .. to<. . CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 8.569 Adjustm<:l1ts to reconcile net income to net cash provided by operating activities: Depreciation 5,357 Arncnization 4,793 Changes in operating assets and liabilities, net of acquired businesses: Accounts receivable, net ( 11,736) Inventories 2,895 Accounts payable. 9,451 Accrued liabilities and income taxes 745 Other working ~apita1 changes 2,051 Other, net 2,323 - '" -.. .. ...' Total adjustments 15,879 .. ~.. , ,.... Net cash provided by operating activities 24,448 ~ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, p1ant, and equipment ..- (11,295) Purchase of acquired businesses, net of cash acquired (245,9"41) Proçeeds from sales of long-lived ass~ts 1,1300 Net cash used for investing acúvities (255,436) CASH FLOWS FROM FINANCING ACTIYITIES: Proceeds from issuance of common stock 113,203 Proceeds from issuance of debt, net 199,102 Long-term debt payments (77,468) Net cash provided by financing activities 234,837 NET INCREASE IN CASH 3,849 CASH, beginning of year 0 CASH, end of year $ 3,849 . . ~ . H'· SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: .. ... - .~ ... > Cash paid for interest $ 10,809 Cash paid for income taxes $ 6,619 The accompanying notes are an integral part of this consolidated statement. . Ma~ G8 02 01:50p VICLdEST 61:;:¡ 3c~ lëJ.I I . -........ IVlo\GNA TR.<\.X CORPORATION AND SUBSIDIARIES NOTES TO CON$OLIDATED FINANCIAL STATEME~"TS - DECElVmER 31, 1999 (In Thousands) 1. ORGANIZATION A!\'TI BASIS OF PRESENTATION MAGNATRAX Corporation ("MAGNATRAX") (formerly ABCO Holdings Corp.) was forrneCi by Onex-Corporation COnex.") 011 April~, 1999 for purposes of acquiring substantially aU of the --- outstanding common stock of American Buildings Company ("American"). -On May 12. 1999 . ~. MAGNATRAX consumrflaled the purchase of American for approximately $200.300 and American .' ,.1 became a wholly owned subsidiary ofMAGNATRAX. MAGNATR.A.X, American. and American's wholly owned subsidiaries are hereafter referred to as the "Company." The accompanying financial statements reflect the operations of the Company since the acquisition date. AU material intercompany items have been eliminated in consolidation. The Company is a diversified manufacturer and marketer of construction products and s~rvices for - nonresidential and residential applications. The Company designs, manufactures, and sells metal building systems farindustriaI, commercial, institutional, and other nonresidential markets. Metal -- building systems consist of structuml framing and wall and rOQf panels. The Comp?llY's metal building systems are generally custom-designed to meet the specific needs of the end user and to allow for easy on-site assembly. The Company markets its metal building systems nationwide through authorized builder/deülers. The Company has a separate roofing products sales. engineering, and customer service organization, whìch markets and sells the Company's roofing products to its builder/dealer network and to p¡;eferred.roofing contractors. The Compa.îY manufactures and markets steel sectional upward-acti1'1g doors for residential and commercial applications through Windsor Door ("Wìndsor"), which are sold nationwide through independent distributors and COIÌlpany-owneddistribution centers. Windsor also ... produces ro11ing steel doors for industrial and self-storage uses and operates a metal stampings ... - .. ~. manufacturing operation. Through Republic Builders Products Company, acquirecl September 1. 1999, ... . ~ .... - the Company manufacturer:s and markets hollow metal doors and frames and stick-framing systems far commercial, industrial and institutional applications. These products are sold nationwide through independent distributors and Company-owned warehouses. In additìo~ the Company paints steel coils, manufactures and markets building components and self-storage systems. and provides specialty engineering services for large, complex building structures. The Company markets and produces light-gauge steel framìng systems and trusses and also operates an ICC-licensed trucking subsidiary. 2. SUMl\.1ARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenue is recorded upon shipment of the product to the customer. - ~ .. " . .. .' ..,.. ~.. .... .-.' ,.. Ma~ 98 02 01:51~ VICWEST 615 323 1217 ~.S - Comprehensive Income In 1997. the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 130. "Reponing Comprehensive Income," effective for fiscal years beginning - after December 15, 1997. The Company has adopted the new pronouncement, which establishes new rules for the reponing and disp1ay of comprehensive income and its components; however. the Company has no other comprehensive income items as defmed in SFAS No. 130. ... Cash '. ..... ..' .. .. -.., .... The Company considers all highly liquid investments with purchased maturities of three months or less to be cash equivalents. Inventories Inventories are stated at the lower of cost ormarkeL The first-in, flIst-out method is used for deternúning the cost of the Company's inventories. Market is ddined as replacement cost for raw materials and net realizable value for work in process and finished goods. Inventories consist of the following as of December 31, 1999: Raw materials $22,431 Work in process 1,723 - Finished goods 14,519 $38,673 - ..' .- ,...... ...... Property) Plant, and Equipment - ... -...... ... Property, plant, and equipment were stated at fair vclue as of May 12, 1999. Additions subsequent to May 12, 1999 are stated at cost. Depreciation is provided for using the straight.line method over the estimated useful lives of Z010 40 years for buildings, approximately 7 to 15 years for machinery and equipment. and 3 to 15 years for all other items. Significant expenditures which extend the usefu1lives of e;(isting assets are capitalized. Maintenance and repair costs are charged to current earnings. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. Property, pÍant, and equipment consist of the following as of December 31, 1999: Land $ 1.922 Buildings and leaseho1d improvements 19,936 1fuchinery and equipment 47,250 69,108 Less accumulated depreciation 4,512 $64.596 .. "' ~ . w. .-...... ''- .... Intangibles lntancibles consist of identifiable intangibles of approximately $28,700 and approximately $175,100 of good~ill. Identifiable intangibles. which primarily consist of the Company's builder network. are being - ~ -2- Ma~ 08 02 Ðl:51p VICLlEST 615 323 1217 p.1U - ~ amoriized over IS years. Goodwill is amortized on a straight-line basis over the lesser of its estimated .' ... Hfe or 40 years. Amortization expense was approximately $3,900 for the period from May 12, 1999 to .... .... December 31, 1999. Long-Lived Assets The Company periodically reviews the values assigned to long-lived assets. such as property and equipment and intan~ibles, and revie\\o·s the amortization periods on an annual basis. Recoverability is measured based on the anticipated undiscounted cash flows from operations. Management believes that the long-lived assets in the accompanying bala.ncð sheet are appropriately valued. Other Assets The Company is the beneficiary of life insurance policies covering certain CUJ.Tent -and former management employees to fund the Company's obligutiOI1S to such employees under a noncontributory retirement and death benefit plan (Note 7). The cashsuITender value of these life insurance policies is $2,662 at December 31, 1999, and is included in other assets in the accompanying balance sheet. The Company has deferred costs of S6,068 associated with the origination of cenain loans (Note 4). ... ... ~ . These costs are being amortized on a' straight-line basis over the respective lives of the loans. .. u-' . Amottization of loan origination costs was appro~imately $900 for the period from May 12, 1999 to December3l, 1999. Accrued Liabilities - . The Company accrues estimated insurance claims for the self-insured portion of its workers' compensation, property. casualty, and heà1thinsurance plans. At Decombe1"31, 1999, insurance claim -reserves of $7.643 were included in accrued liabilities. - - Concentr-ations of Credit Risk Concentrations of credit risk with respect to trade receivables are limited due to the wide variety of customers and markets for which the èompany's services are provided, as well as their dispersion across many different geographic areas. As a result, as of December 31. 1999, the Company does not consider itself to have cany significant concentrations of credit risk. Use of Estimates ..... ...... Tbe preparation of financial statements in confonnity with generally accepted accounting principles ... .., ... ~ requires management to make estlmates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the fmancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from tbose estimates. Recent Accounting Pronouncements In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which established accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the - balance sheet as either an asset or liability measured at its fair value, and changes in the åerivative's fair value be recognized currently in earnings unless specific hedge accounting criteria. are met. The --- -3- . ... ~ "'-1 - ~ ". ._.. .:~a~ 08 02 01:52p VICLUEST 815 323 1217 p. 11 .. . 1"; - Company plans to adopt SFAS No. 133 in the first quarter of fiscal 2001. Management does not believe - the adoption of this statement will have a material effect on the conso1ìdated financial statements of the Company. Fair Value of Financial Instruments The Company's financiaJ tnSLruments consist primarily of cash, accounts receivable, accounts payable, and debt. The carrying amounts of cash. accounts receivabJe, and accounts payabl~ approximate their fmr values because of the short-term maturity of such instruments. The carrying values of long-tem debt instruments approximate their fair value because imerest rues on such debt are periodically adjusted and approximate current market rates. - . -,. -. The fair value of the Company's interest rate swap and collar agreements (Not~ 4) is the estimated . -... . '" amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account current interestrates and the current creditworthiness of the counterparty. At December 31, 1999, the Company estimates that the interest rate swap and collar agreements have a market value of approximately $1,442. The Company anticipates holding the imerest rate swap and col1ar agreements through maturity. 3. ACQUISITIONS On May 12, 1999, MAGNATRAX purchased American for aPPI:Pximately $200,300. The tranS"action was accounted for as a purchase. The cost of the acquisition has been allocated to asSt:LS and liabi1ities based on their estimated respective fair values. Total consideration exceeded the fair value of net assets ~ purchased by $176,321, which was assigned to goodwill and other intangible assets. - - On July 18, 1998, American ücquired the shares of Resco~ Overhead Door ("Rescom") for $2,000 cash.! plus assumed net liabilities of S545. Rescom distributes overhead doors throughout California. The purchase price was subject to an upward adjustment based on the earnings perfonnance of Rescom for ~ ~ ... ... .. I the 12 months ended July 31, 1999. In September 1999, the Company paid an additional $259 pursuant ...... ..... ... to the e3111-out provision of the purchase agreement. The seller has contested the payment. Ariy subsequent payment wì1l be an adjustment to the: purchase price. On September 1. 1999, the Company purchased the net assets of the Republic Bui1ders Products Division of Desco Corporation ("Republic") for approÛmately $44,127, as adjusted. The transaction was financed with a combination of cash, proceeds from the Company's credit facility (Note 4), and the sale of equity securities and was accounted for as a purchase. The cost of the acquisition has been allocated to assets and liabilities based OD their estimated respective fair values. Total consideration exceeded the fair value of net assets. purchased by $31.111, which was assigned to goodwill. ~ . ,.., .. .., .. .. _ ..-, T'I-' - =' -4- Ma~08 02 Ol:53p VICLlEST ·615 323 1217 p.ll:. ~ 4. LONG-TERM DEBT ~ Long-tenn debt consists of the following as of~cember 31, 1999: Termloans $200,381 , ". Revolving"credit facility . .., . 0 .." IDA of Mecklenburg County. VirginìélyIndustrial Revenue Bonds 4,850 Other 124 205,355 Less current maturities 8,919 $196,436 The annual maturities of long-tenn debt are as follows: 2000 $ 8,919 2001 10,654 2002 13,467 2003 16,279 " 2004- 7,936 Thereafter 148,100 $205,355 " ... ... .... The Company has a comprehensiv~ credit facility which jnclud~ tenn loans totaling $205,000 and a L ~ ..... . revolving credit facility with maximum bOITowingsof $30,000. ~ - The tenn loans include a $45,000 loan and a $160,000 loan. Interest under both loans is payable. quarterly at the Eurodollar rate"C6.09% at December 31,1999) plus between 1.75% and 3.75%, dëpendíng on the Company·s leverage ratio, as defined. The $45,000 loan requires quarterly prin~ipal. - payments, commencing August 1999, of $563 to $4,921. with a fmal payment due May 2004. Tbe $160,000 loan requires quarterly principal payments, c0111l'œncing August 1999, of between $350 and $73.500, with a final payment due November 2005. The revolving credit facility availability is based on bOITowings: outstanding as well as amounts outstanding under letters oCcredit.At December 31, 1999, borrowings outstanding on the revolving credit facility were $0, outstanding leners of credit were $8,086 and $21,914 was available under the revolving credit facility. The facility expires May 2004. Interest is payable on individual advances at the EurodoUarmte (6.09% at December 31,1999) plus between 1.75% and 2.75%, depending on the Company's leverage ratio. as defined. The Company is required to pay a fee of .375% to.5% per year for the unused portion of the facility and between 2% and 3% per yeàr on outstanding letters of credit, depending on the Company's leverage ratio. as defmed. ..... ..,- - ..... .... ~ . In Juiy1999, theCompan)' entered into interest rate swap and, collar agreements with a Ïmancial .<. institution to reduce the impact of changes in interest rates on its floating rate long-term debt. Each of the agreements is on a notional principal amount of $45,000. The interest rate swap agreement effectively changes the Eurodollar interest rate on $45,000 of the Company's floating rate tenn loans to a fixed rate of 6.3%. The interest rate collar agreement effectively limits the maximum and minimum Eurodollar rate on $45,000 of the Company's floating rate tenn loans to 7.5% and 5.73%. respectively. The imerest rate swap and collar agreements settlement dates are quanerly and each agreement expires July 2004. Net amounts paid or received are reflected as adjustments to interest expense. - ~ -5- Ma~ 0'8 02 01:54p VICWEST 615 323 1217 p.13 ~ . .... ... I r .. Þ·· ... - The credit facility is colJateralized by substantially all of the Company's assets and requires the Company ~ to maintain ceI1ain financial ratio covenants. In December 1994, the Comp:my closed a $9,700 industrial revenue bond transaction with the Industrial Development Authority CIDA") of Mecklenburg County, Virginia, for the purpose of financing its manufacturing faciJity located in Virginia, The bonds bear interest at a variable rate (5;7% at December 31, 1999). Additionally, the Company pays a .25% remarketing fee on the bond balance. The bonds mature on December 1, 2004 and are subject to mandatory sinking fund redemption of $970 per year and to a mandatory redemption under certain circumstances. The Company has secured its obligation with respect to the IDA bonds through the issuance of a JOlter or crediL 5. STOCKHOLDERS'EQUITY " Preferred Stock I . .. .., ... .... - - .... "'. The Company has nonvoting preferred stock with $.01 par value. The board of directors has the authority to issue. these preferred shares and to fix dividends and conversion ñghts, redemption provisions, liquidation preferences, and other rights and restrictions. Common Stock The Company has three classes of common stock, Classes-A, B,and C. The Class A and B shares have similar rights except that Class B is nonvoting. The Class B shares are convertible any time at the option of the holder into an equal number of Class A shares.- The \:Ia<;$ C shares are nonvoting and are - convertible upon a conversion event which includes an initial pub1ic offering. as defined. or change in _ control of the Company. In the event of a Class C conversion event, each Class C share is convertible at - the option of the holder ¡nloa number of Class A shares tha.t fluctUates based on sl1areholder recurns on _ the Class A and B shares. Securityholders' Agreement All holders of the Company's equity securities are pany to a securityholders' agæement dated June 9, .. .. .. .., k' 1999 (the "Secutityholders' Agreement"). Tbe Securityholders' Agreement provides for the apþoimrnent .. - -.... ~. of board members based on the value of securities purchased. Currently. the board consists of two members of management aJ1d two members appointed by One^-. The agreement requires a..'y shareholder wishing to sell common stock to first offer their shares to the existÙ1g shareholders. Additionally, the agreement grants certain securityholders rights to cosale in the event of a sale by One^ to a third party and allows Onex to require other securityholders to sell securities. under the same terms as sold by Oncx. in the event Onex proposes to sell at least 30% of the Class A shares owned by Onex. The Securityholders' Agreement also states that if the Company has not completed a liquidity transaction, as defmed, by May 31, 2004, then, ùnless objected to by holders of at least 75% of the securities tben outstanding, the Compnny must effect an initial public offering, having regard to covenants and obligations under any indebtedness. Stock Option Plan The Company has a stock option plan that provides the granting of up to 145 stock options to key emPloyees for the purchase of Class A shares. The objectives of the plan are to motivate key employees - .. to ~xe.I1 their best efforts on behalf of the Company and closely align the personal interests of '" -..... ,.. I .... .. . _ _r .... . - 6 - Ma~08 02 01:56p VICblEST 615 323 1217 p.14 management with those of the shareholders. For the period from May 12. 1999 to December 31. 1999 . the Company granted options to purchase:I23 Class A shares. Tbeoptions vest òver five years and are' exercisable at escalating prices of $43.20 to $88.]4 per share as the options vest. At December 31, 1999, ~. 123 options were outstanding¡ 22 options were available for future grant and 0 options were exercisable. . "'J- '" -. . f The following table sets forth the number of shares, exercise price, and remaining contractual lives by groups of similar price and grant date: Options Outstanding Weighted Number Average Exercise of Contractu a) Price Shares Life $43.20. 12 9.5 years 51.84 18 9.s years 62.21 31 9.5 years 74.65 31 9.5 years 88.14 . 31 9.5 years "1 123 " The Company accounts for the stock purchase and stock option plaIÌs under Accounting Principles Board ,- .... ~ ... ~ . ("APB") Opinion No. 25. whiëh requires compensation costs to be recognized only when the option price - differs from. the; market price at the grnm date. SFAS No. 123 aHows a company to foUow APB Opinion No: 25 with aùditional disclosure that shows what the company's net income and earnings pèr share would have been uSing the compensation model under SFAS No. 123. . . . - - - The Company has eleCted to utilize the minimum value method to determine the fair value of each option grant. Under this method, the option grants have minimal value. 6. INC01\1E TAXES The provision for income taxes for the period ended December 31. 1999 consists of the following: Current: Federal $6,412 .. State 732 Deferred provision 154 ... $7.298 .. ". ..1- ..... ... The provision for income taxes differs from the amounts resulting from multiplying the income before income taXes by the stattltory federal income tax rate. The reasons for these differences ~ as. follows: . Federal income tax provision atßtatutory rate 35.0% State income taxes, net of federal benefit 3.5 Nondeductible goodwi1l amortimtion 7.5 46.0% - ~ -7 - Ma~ 08 02 01:571' VICùlEST 615 323 1217 p.15 , ......- O"!! .. .... ,- -. The sources of the differences betw~n the fiJUl11ciaJaccounting nnd tax bases of the Company's assets and liabilities which give rise to the deferred ta-x assets and Jiabilities aod the tax eff~cts of each are as follows as of December 31, 1999; Deferred ta."I: assets: Accrued liabilities S 3,057 Deferred compensation 1.565 Allowance for doubtful accounts 1,438 Reserves on nonoperating assetS 339 Other 1,355 7,754 Deferred ta."{ liabilities: Property, pla.nt, and equipment 2,943 IdentifiabLe intangibles 11 ,000 ... ...... .... Goodwill 1,130 .._... .. _., '" 1 . Other 257 15,330 Net deferred tnx liability $(7,576) 7. EMPLOYEE BENEBT PLANS .. - Savings Plan - The Company has a contributory 401 (k) plan under which al1 full-time employees are eligible to participate. The Company matches at least $.25 per $1 of eligible employee contributions and can make an additional contribution at the discretion of thë board of directors. The plan requires a minimum - company contribution of 1 % of eligible gross payroll annually_ Company contributions to tbis plan were $755 for the period from May 12, 1999 to December 31, 1999. Retirement Plan ..-; ...... It--,· The Company has a noncontributory retirement and death benefit plan which covers certain mana.gement ... .. -.. .~.- to·"· employees. The plan provid~s a death benefit prior to obtaining retirement age, as defined by the plail, to be paid over a minimum ten-year period and a 1Ilì1tually exclusive retirement benefit. after obtaíning the defined re:tir~ment age. to be paid ()Ver a ten-year period. Benefits under this plan do not vest until retirement, and the Company has the right to modify or terminate this plan at any time, The Cornpany's liability for benefits under this plan was $4,065 as of December 31, 1999. This liability is ba.:;ed on the estimated present value of the retirement obligation accrued over the estimated service period and is included in accrued liabilities and other noncurrent liabilities in the accompanying baJance sheet. Pension Plans The Company sponsors four defined benefit plans covering hourly and salaried emp1oyees. Benefits are based on years of service and/or compensation. The Company's funding policy is to contribute snnually an amount that can be deducted for federal income tax purposes and that meets minimum funding standards, using an actuariaJ cost method and assumptions which are different from those used for financial reporting. Plan assets are invested primarily in equity and income securities. Net pension expense was $311 for the period from May 12, 1999 to Decemòer 31, 1999. - .. ~ . .. H' " '" ... '. ~ ...... ·8- Ma~'08 02 01:57p· VICldEST 815 323 1217 p.18 -" The following table séts forth the plans' funded status and amounts recognized as other noncurrent liabilities in the accompanying balance sheet at December 31, 1999: Change in benefit obligation: Benefit obligation atbegìnning ofpenod $ 2,802 .., . Assumed benefit obligation (Note 3) 1,842 Service cost 282 ~ . Interest cost - . 160 -...- Estimated benefit payments (35) Actuarial ga.in (486) Beriefit obligation at end of period $ 4,565 Change in plan assets: Fair value of plan assets at beginning of period $ 1.658 Assumed plan assets (Note 3) 1.344 Employer contributions 473 Estimated benefit payments (35) Actual return on plan assets 29 Fair value of plan assets at end of period $ 3,469 Funded status of the plan: F~ndeds~usat~cember31. 1999 $(1,095) Unrecognized gain (332) - - Net. accrued recognized $( 1 ,427) . ,........ Ñet pension cost for the period: ..~. . '", Seroce cost . $ 282 Interest cost on prõjected benefit obligation 160 Expected return on plan assets (131) Net periodic pension cost $ 311 For the period presented. tbe discount rate used to determine the projected benefit obligation is 7.75%. the assumed growth in compensation is 5%, and the expected long-term rat~ of return on plan assets is S.5%. The Company does riot provide any other significant postretirement or postemployment benefits. 8. CO:MMITMENTS AND CONTINGENCIES iI! . Related-Party Transactions .' "". At December 31, 1999, Onex owned approximately 61 %of the Company's common stock. The ~.. '" I '. Company has an agreement with Oncit to provide financia1and management consulting service!; through March 2002. The Company is required to·pay a minimum management fee of $375 annually, Fortbe period from May 12, 1999 to December 31,1999, theCompanypaidOnex $243. which has been included in interest expense in the accompanying consolidated statement of operations. Th~ Company's manat?cment fee wi1l be increased as a percentage of annual cash earnings, as defined. realized in ~ þ . conjunction with acquired businesses. In connection with the acquisitions of American and Repubhc, the " Company paid Onex transaction fees totaling $2,085. -9- . Mð~ .08 02 01:581' VICWEST 815 323 1217 p.l? .' n .. ,. ....,.... ~. .. .. . -,. ,.... J . Insurance .., The Company participates in self-insured workers' compensation, gene.rulliability, and health insurance plans. Reserves arc: estimated for both reported and unreported claims using industry loss development factors. Revisions to estimated reserves are recorded in the period in which they become known. Estimated self-insurance reserves as of December 31, ! 999 totaling $7,643, represent management's best estimate. In the opinion of the Company's management, any future adjustments to ~stimated reserves will not have a material impact on the financial statements. Leases The Company leases certain property, plant, and equipment under operating leases. Minimum future lease payments under operating leases with initial orremaining noncancelable lease terms in exCess of one year are as follows: 2000 $ 6,911 2001 "" 5,853 .'. 2002 4.511 .. .. _ .0., Iot-h.' ......... ....... ~to·. 2003 3,013 2004 1,747 Thereafter 7,330 - - Total $29,365 Total rent expense for all operating leases was $5,624 for the period from May 12. 1999 to Deçember 31, ~ 1999. -- - Employment Agreements - Tbe Company is party to employment agreements with five s~nior exe¢utives for terms ex.piring December 3 t, 2000. The agreements provide for severance, up to the longer of the remaining tenn of the agreernentor one year, for termination of employment for any reason other than good cause. Litigation .. The Company is involved in various claims and lawsuits incidental to its business. In the opinion of .. . . ,. ,. .... -. management, the ultimate resolution of such claims and lawsuits will not have n. material effect on the .. . .. ,~... ... , Company's financial position, liquidity, or results of operations. ... 9. JOINT VENTURE The Company has a 30% interest in ajoint venture which manufactures and sales metal building systerm in the People's Republic of China and certain countries in Southeast Asia (the "Joint Venture"). At Decembcr 31, 1999, the Carrying amount of the Company's investment was $4,176, which has been included in other assets. The Company's equity in the income of the Joint Venture was $139 for the period from May 12, 1999 to December 31, 1999. ~ ... p- - 10 - .. ... _ ,_0- +1' .. ~... ." "'. . . -' . ..M.a~pa 02 01: 5Sp VICWEST 615 323 1217 p.18 " 10. SUBSEQUENT EVENT On J~I1Uary 26. 2000. the Company entered into an agreement to purchase the metals business of Jannock Limited for approximate1y $432,200 in cash and seller subordinated debt. The Company expects to finance the cash portion of consideration through the issuance of additional debt and equity securities. The acquisition will be accounted for as a purchase and is expected to close in March 2000. ... .,/ . '" . ~ ..... ". . ,,"'........., . - - -- u. - - . u· ...... 1.iI.', .... .....~ '". U· "' ....,. ..... - "'~ -. . ~ = -11 -. ·,~ . " ANDERSEN MAGNA TRAX Corporation and Subsidiaries Consolidated Financial Statements as of December 31,2001 and 2000 . Together With Auditors' Report . ..- ~ ~ - -- . - - Î -- \ ¡ ~:) . ( AND"ERSEN REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . To MAGNATRAX Corporation: We have audited the accompanying consolidated balance sheets of lYL~GNA TRAX CORPOR4. TION (a Delaware corporation) AND SUBSIDL,;,RlES as of December 31,2001 and 2000 and the related consolidated statements of operations and comprehensive)ncome. stockholders' equity. and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. ( T}:}ose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstate!TIent. An audit includes examining, on a test basis. evidence supporting the amounts and dis-closures in the financial statements. An audit als9 includes - assessing the accounting principles used and sjgnificant estimates made by management as well. as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MAGNATRAX Corporation and subsidiaries as of December 31.2001 and 2000 and the results of their operations and their cash flows for the years then ended. in confonnity with accounting principles generally accepted in the United States. . ..' . " - {ÍxL ~ i-L/ Atlanta, Georgia January 21, 2002 . l -- MAGNA TRAX CORPORATION AND SUBSIDIARIES· CONSOLIDATED BALANCE SHEETS DECEMBER 31,2001 AND 2000 (In Thousands, Except Share Data) ASSETS 2001 2000 CURRENT ASSETS: . Cash $ 6,129 S 15,896 Accounts receivable, net of allowance for doubtful accounts of 56,382 and S8,697 at December 31,2001 and 2000, respectively 103,208 .120,591 Inventories 70,181 83,917 Deferred income taxes 7,431 8,733 Prepaid expenses 4,673 7,587 Total current assets 191,622 236,724 PROPERTY, PLANT, AND EQUIPMENT, net ~ 103,210 135,483 INTANGIBLES, net 361,413 393,962 OTHER ASSETS, net 22,210 17.151 $678,455 5783,320 - - LIABILITIES AND STOCKHOLDERS' EQUITY -- CURRENT LIABILITIES: - - Current maturities of long-term debt $ 23,269 S 76,522 Accounts payable 77,647 112,076 Accrued liabilities 42..654 30,541 Total current liabilities 143,570 219,139 LONG-TERM DEBT, net of current maturities 275,843 292,410 DEFERRED INCOME TAXES 18,328 24,777 OTHER NONCURRENT LIABILITIES 15,602 12,512 Total liabilities 453,343 548,838 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; 490,000 shares authorized, no shares issued and outstanding 0 0 Class A common stock, $.01 par value; 7,500,000 shares authorized, 3,643,039 shares issued and outstanding at December 31, 2001 and 2000 37 37 Class B common stock, $.01 par value; 3,000,000 shares authorized, 1,679,317 shares issued and outstanding at December 31, 2001 and 2000 18 18 Class C common stock, $.01 par value; 10,000 shares authorized. 4.501 shares issued and outstanding at December 31,2001 and 2000 0 0 Additional paid-in capital 214,396 214,396 Retained earnings 18,865 23,324 Accumulated other comprehensive loss (8,204) (3,293) Total stockholders' equity 225,112 234,482 $678,455 $783,320 ~ ~ The accompanying notes are an integral part of these consolidated balance sheets. MAGNATRAX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (In Thousands) . 2001 2000 : $771,147 . $834,206 NET SALES COSTS AND EXPENSES: Cost of sales 658,934 701,731 Selling, general, and administrative 83,300 80,581 - 742,234 782,312 OPERATING INCOME 28,913 51,894 - INTEREST EXPENSE, net 34,094 35,032 ~ (LOSS) INCOME BEFORE PROVISION FOR INCqME TAXES - (5,181) 16,862 PROVISION FORINCOME TAXES 697 6,967 NET (LOSS) INCOME FROM CONTINUING OPERATIONS (5,878) 9,895 INCOME FROM DISCONTINUED OPERATIONS, net of taxes 1,419 4,860 NET (LOSS) INCOME $ (4,459) $ 14,755 NET(LOSS) INCOME $ (4,459) $ 14,755 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX: Fair value of interest rate swap contracts (3,60S) 0 Minimum pension liability adjustment (1,354) 0 Foreign currency translation adjustments 49 (3,293) COMPREHENSIVE (LOSS) INCOME $ (9,370) $ 11,462 The accompanying notes are an integral part of these consolidated statements. , - i "en '- ..-""", -.. - ..-- CI> N MO~~~N ~~~~N _~~ ~ Oo~~m~ ~O~~~ CUÕ:::: ~ C">O-~N-;r ~~("") ~ ~~~ ~ ~~ ~~-;r ~~~ ~ 1-.,:.::.... 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CJ CJ MAGNATRAX CORPORATION AND SUBSJDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (In Thousands) 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: . Net (loss) income S (4,459) $ '14,755 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 19,762 16,743 Amortization 14,153 13,041 'Gain on sale of fixed assets (7) (389) Income from discontinued operations (1,419) (4,860) Changes in operating assets and liabilities, net of acquired and disposed businesses: Accounts receivable, net 5,482 26,063 Inventories 2,124 ·5,400 Accounts payable (24,432). (21,118) Accrued liabilities and income taxes 6,916 766 Other working capital changes 2,025 1,710 Other, net 167 1,930 Total adjustments 24,771 39,286 Net cash provided by continuing operations 20,312 54,041 Net cash (used in) provided by discontinued operations - (12,920) 7,805 Net cash provided by operating activities 7,392 61,846 CASH FLOWS FROM INVESTING ACTIVlTIES; Additions to property, plant, and equipment (15,472) (23,091 ) Purchase of acquired businesses, net of cash acquired 0 (272,097) Proceeds from sale of business 60,572 0 Proceeds from sales of long-lived assets 735 3,961 Net cash provided by (used in) investing activities 45,835 (291,227) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 0 84,945 Net borrowings from revolving facility 11,899 0 Net proceeds from issuance of debt, net 0 191,393 Long-term debt payments (74,893) (34,910) Net cash (used in) provided by financing activities (62,994) 241.428 NET (DECREASE) INCREASE IN CASH (9,767) 12,047 CASH, beginning of yeê'r 15,896 3,849 . CASH, end of year $ 6,129 $ 15,896 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $32,252 $ 33,779 Cash received for income taxes $ (932) $ (3,653) - - The accompanying notes are an integral part of these consolidated statements. . MAGNATRAX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31,2001 AND 2000 (In Thousands, Except Share Data) . 1. ORGANIZATION AND BASIS OF PRESENTATION MAGNATRAX Corporation (nMAGNATRAX") (formerly ABCO Holdings Corp.) was formed by Onex ,- Corporation ("Onex") on April 5, 1999 for purposes of acquiring substantially all of the outstanding common stock of American Buildings Company (IAmeríCàn"). On May 12, 1999, MAGNA TRAX consummated the purchase of American for approximately $200,300, and American became a wholly owned subsidiary of. MAGNA TRAX. MAGNA TRAX, American, and American's wholly owned subsidiaries are hereafter referred,to as the "Company." On March 1 0, 2000, the Company acquired all of the outstanding common shares of Jannock Limited (nJannock"), headquartered in Toronto, Canada, which was composed of three metal building manufacturing companies located in the United States, Kirby Building Systems,Gulf States Manufacturers, and CBC Steel Bujldings; two meta1components manufacturing companies, Vicwest-US and Vicwest Canada; a steel and plastic pipe manufacturing . company serving the infrastructure markets in Canada, Armtec Limited; and a steel commodity storage manufacturing company which primarily serves the agricultural market in Canada, Westeel Limited. The rèsults of operations of Jannock are included in the accompanying consolidated financial statements since the Ma.rch 10, 2000 acquisition date. All material intercompany items have been eliminated in consolidation. On August 17, 2001, the Company sold its Armtec Limited ("Armtec") sUbsidiaFy. Operating results of Armtec have been classifiéd as discontinued operations in all periods presented. .. The Company is a diversifièd manUfacturer and marketer of construction products and services for nonresidential and residential applications. The Company designs, manufactures, and sells metal building systems for industrial, commercial, institutional, and other nonresidential markets. Metal buUding systems· consist of structural framing and wall and roof panels. The Company's metal building systems are generally custom-designed to meet the specific needs of the end user and to allow for easy on-site assembly. The Company markets its metal building systems throughout the United States and Canada through authorized builder/dealers. The Company has a separate roofing products sales, engineering, and customer service organization, Architectural Metal Systems, Which markets and sells the Company's roofing products to its builder/dealer network and to preferred roofing contractors. The Company also manufactures and markets steel building components and self-storage systems to construction contractors and project owners in the United States and Canada through the Vicwest US and Vicwest Canada divisions. The Company manufactures and markets steel sectional upward-acting dOÇfS for residential and commercial applications through Windsor Door ('Windsor"), which are sold nationwide through independent distributors and company-owned distribution centers. Windsor also produces roHing steel doors for industrial and self-storage uses and operates a metal stampings manufacturing operation. Through Republic Builders' Products Company, acquired September 1,1999, the Company manufactures and markets hollow metal doors and frames and stick-framing systems for commercial,industrial, and institutional applications. These products are sold nationwide through independent distributors and company-owned warehouses. The Company fabricates and markets steel containment products for grain, fertilizer, and petroleum commodities through its Westee! division. In addition, the Company paints . - steel coils, manufactures and markets self-storage systems, provides specìälty engineering services for large, complex building structures, and also"operates an ICC-licensed trucking subsidiary. - 2 - 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES . Revenue Recognition Revenue is recorded upon shipment of the product to the customer. Cash and Cash Equivalents The Compé;!ny considers all highly liquid investments with purchased maturities of three months or less to be cash equivalents. . Inventories . Inventories are stated at the lower of cost or market. The first·in, first-out method is used for determining the cost of the Company's inventories. Market is defined as replacement cost for raw materials and net realizable value for work in process and finished goods. Inventories consist of the following as of December 31,2001 and 2000: 2001 2000 ~ Raw materials $39,108 $45.444 Work in process 5,692 4.423 Finished goods - 25,381 34,050 $70,181 $83,917 . Property, Plant, anc;i Equipment . - Property, plant, and equipment w€re stated at fair value as of May 12, 1999. Property, plant, and _ equipment of the former Jannock companies were stated at fair value as·of March 10,2000. Subsequent additions are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of 20 to 40 years for buildings, approximately 7 to 15 years for machinery and equipment, and 3 to 15 years for all other items. Significant expenditures which extènd the useful lives of existing assets are capitalized. Maintenance and repair costs are charged to current earnings. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. Property, plant, and equipment consist of the following as of December 31, 2001 and 2000: 2001 2000 Land $ 4,142 $ 6,822 Buildings and leasehold improvements 34,660 43,794 Machinery and equipment 101,018 104,256 139,820 154,872 Less accumulated depreciation (36,610) (19,389) $103,210 $135,483 Intangibles Intangibles consist of identifiable intangibles and goodwill. Identifiable intangibles, which primarily consist of the Company's builder network, are being amortized over 15 years. Goodwill is amortized on a . straight-line basis over the lesser of its estimated life or 40 years. Amortization expense, excluding discontinued operations, was $10,947 and $10,343 for the years ended December 31,2001 and 2000, respectively. - - 3 - _ Long-Lived Assets The Company periodically reviews the valoes assigned to long-lived assets, such as property and equipment and intangibles, and reviews the amortization periods on an annual basis. Recoverability is measured based on the anticipated undiscounted cash fjows from operations. Management believes that the long-lived assets in the accompanying balance sheets are appropriately' valued. OtherAssets The Company is the béneficiafy of ¡ife insurance policies covering certain current and former management employees to fund the Company's obligations to such employees under a noncontributory retirem.ent and death benefit plan (Note 8). The cash surrender value of these life insurance policies is $2,727 and $2,541 at December 31,2001 and2000, respectively, andis included in other assets in the accompanying balance sheets. . , . .. ' The Company has net deferred costs of $7,509 associated with the origination of certain loans (Note 5). . These costs are being amortized on a straìght-linebasis over the respective lives of the loans. Amortization of Iban origination costs was approximately $3,206 and $2,787 for the years ended Decemb~r 31,'2001 and 2000, respectively, and has been classified as interest expens~. Accrued liabilities -: The Company accrues estimated insurance claims for the self-insured portion of its workers' compensation, casualty, and health insurance plans. At December 31, 2001 and 2000, insurance claim reserves of $9,771 and,$9,095, respectively, were included in accrued liabilities. - Concentrations of Credit Risk - Concentrations of credit ~isk with respect to trade receivables are limited due to the wide variety of customers and markets for whis:h the Company's services are provided as well as their dispersion across many different geographic areas. As a result, as of December 31, 2001, the Company does not consider itseff to have any significant concentrations of credit risk. Use of Estimates The preparation of finanèial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts . of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amouÌ1tsof revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In 1998, the Financial Accounting Standards Board ("FASBIf)íssued Statement of Financial Accounting Standards ("SFASIf) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which established accounting and reporting standards re:quiring.that every derivi3tive instrument (including certain derivative instruments embedded in oth.er contracts}be recorded jn tl)e balance sheet as either an asset or liability measùred at its fair value and changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The Company adopted SFAS No. 133 as of the beginning of 2001. Upon adoption, the Company recorded a $1,341, net of tax, decrease in accumulated other comprehensive income. In 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwi!! and Other Intangible Assets". SFAS No. 141 requires all business combinationsinitiated atter June 30,2001 to be accòunted for using the purchase method. SFAS No. 142 eliminates amortization of goodwill and requires acquired intangibles to be separately recognized. Goodwill and intangible assets with indefinite - 4 - f r lives will be subject to at least an annual assessment for impairment by applying a fair~valuè based test. ( The Company will adopt SFAS No. 142 at the beginning of fiscal 2002. The Company is currently evaluating the impact of adoption of SF AS No. 142. Any impairment resulting upon adoption of this statement will be refiected as a cumulative effect of a change in accounting principle. Fair Value of Financial Instruments The Company's financial instruments consist primariJy of cash, accounts receivable, accounts payable, and debt. The carrying amounts of cash, accounts receivable, and accounts payable approximate their fair values because of the short-term maturity of such instruments. The carrying values of long-term debt instruments approximate their fair value because interest rates on such debt are periodically adjusted and approximate current market rates. The fair value of the Senior Subordinated Notes, with a carrying value of $52,757, is $54,055: . The fair value of the Company's interest rate swaps (Note 5) is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparty. At December 31, 2001, the market value of the interest rate swaps was $(5,864), which was recorded in other noncurrent liabilities in the accompanying balance sheet. The Company anticipates holding the interest rate swaps through maturity. Foreign Currency TransJation ~ The financial statements of the Company's foreign subsidiaries have been translated into U.S. dollars in accordance with SFAS No. 52, "Foreign Currency Translation." Translation adjustments, which result from the proc~ss of translating financial statements into U.S. dollars, are accumulated as a separate component of stockholders' equity. Exchange gains and losses resulting from foreign currency ( transactions, primarily intercompany sales of products, are included in operating expenses in the accompanying statements of operations. Exchange gains and losses for the years ended December 31, 2001-and 2000 were not material. - - Reclassifîcations Certain prior period amounts have been reclassified to conform to the current year presentation. 3. ACQUJSITION On March 10, 2000, the Company acquired all the outstanding common shares of Jannock for $435,166, excluding acquIsition costs of approximately $10,300. The tran~action was financed with a combination of cash, proceeds from the Company's credit facility, and through the issuance of equity securities and senior subordinated notes (Note 5). In connection with the acquisition, Onèx purchased redeemable preferred stock of Vicwest Corporation, a subsidiary of the Company, for 1.66 million s.hares of Jannock with a cost basis of approximately $16,303. Upon redemption, Onex must use the proceeds to purchase stock of American. The value of the Vicwest Corporation shares has therefore been shown as a shareholder contribution. The transaction was accounted for as a purchase, and the cost of the acquisition has been allocated to assets and liabilities based on their estimated respective fair values. Total consideration exceeded the fair value of net assets purchased by $199,752, which was assigned to goodwill. The operating results of Jannock have been included in the Company's statements of operations and comprehensive income from the date of acquisition. The following unaudited pro forma results below assume this acquisition occurred at January 1, 2000: í Net sales $888,528 \. Net income 8,641 -5- 4. DISCONTINUED OPERATIONS / Pursuant to a Share Purchase Agreement dated August 1. 2001, on August 17. 2001, the Company completed the sale of Armtec, a wholly owned subsidiary. to Oncap L.P. ("Oncap"), a Canadian private equity fund established for the purpose of investing in small capitalization North American-based companies. Onex.indirectly holds a partnership interest in Oncap. Proceeds from the sale were $62,130. The proceeds were primarily used to repay the Company'sAssetSale t3ridgeLoan. Revenues applicable to Armtec were $44,703 for the period from January 1, 2001 to August 17, 2001 and $82,529 for the period from March 10, 2000 to December 31, 2000. The loss on the sale of Armtec was not material. 5. LONG-TERM DEBT Long-term debt consists of the following as of December 31,2001 and 2000: . 2001 2000 Term Loans $225,995 . $245,156 Senior Subordinated Notes 52,757 56,034 Asset Sale Bridge Loan 0 58,192 American Buildings Company Taxable Variable Ráte . Bonds,S~ries2000 5,500 5,500 Revolving Credit Facìlity 11,899 0 IDA of Mecklenburg County, Virginia. Industrial Revenue Bonds 2,910 3,880 Other 51 170 - 299,112 368,932 Less current maturities _ 23,269 76,522 $275,843 $292,410 - - The annual maturities of long-term debt as of D~ceniber 31, 2001 are as follows: 2002 $ 23,269 2003 28,591 2004 24,113 2005 164,883 2006 0 Thereafter 58,256 $299,112 The Company has a comprehensive credit facility, which includes term loans totaling $225,995 and a revolving credit facility with maximum borrowings of $54,165.· The term loan and revolver facilities include both U.S. and Canadian dollar denominated loans. Interest under the U.S. dollar denominated term loans is payable qUarterly at the Euro rate (1.97% and 2.01 % for term loans A and B, respectively, at December 31.2001) plus between 2% and 4.5%, depending on the Com¡)any's leverage ratio, as defined. Interest under the Canadian dollar denominated term loan is payable on individual advances at Bankers Acceptance rate (2.18% at December 31, 2001) plus between 2% and 4%, depending on the Conipany's leverage ratio, as defined. The U.S. term loans are composed of two loans and require quarterly principal payments commencing on May15, 2000 from $1,275 to $86,017, with a final payment due on November 15, 2005. The Canadian term loan requires quarterly principal paymènts commencing on May 15, 2000 from CS705 to C$6,172, with a final payment due on May 15, 2004. In connection with the disposition of Armtec, the Company repaid the Asset Sale Bridge Loan in August 2001. Availability under the revolving credit facility (the uRevolver") is based on borrowings outstanding as well as amounts outstanding under letters of credit. At December 31, 2001, there were borrowings tota!ing · - 6 - $11,899 outstanding on the Revolver. Outstanding letters of credit were $23,202 and ?19j064 was available as of December 31,2001. The Revolver expires May 15,2004. Interest under the U.S. dollar- denominated Revolver is payable on individual advances at the Euro rate (2.13% at December 31,2001) plus between 2% and 4%, depending on the Company's leverage ratio, as defined. Interest under the Canadian dollar denominated Revolver is payable on individual advances.at prime rate (4% at December 31, 2001) plus between 0.75% and 2%, depending on the Company's leverage ratio, as defined. The Company is required to pay a fee of 0.375% to 0.5% per year for the unused portion of the facility and between 2% and 4% per year on outstanding letters of credit, depending on the Company's leverage ratio, as defined. The Company has two interest rate swap agreements with a financial institution to reduce the impact of ch'anges in interest rates on its floating rate long-term debt. Each of the àgreements is on a notional principal amount of $45.000. Each of the interest rate swap agreements effectively changes the Euro interest rate on $45,000 of the Company's floating rate term loans to a fixed rate of 6.12% and 6.53%, respectively. The interest rate swap agreement settlement dates are quarterly and expire in August 200S. Net amounts paid or received are reflected as adjustments to interest expense. These swap agreements were designated as cash flow hedges and are recorded at fair value. At December 31,2001, the total fair market value of the swap agreements was $(5,864), and is included in other noncurrent liabilities. For the year ended December 31,2001, the Company recorded changes in fair value of $(3,606), net of tax, which were included in accumulated other comprehensive income. Hedge ineffectiveness for the year ended December 31, 2001 was not material. ~ The creditfacility is collateralized by substantially all of the Company's assets and requires the Company to maintain certain financial ratio covenants. In connection with the acquisition of Jannock, the Company issued C$83,984 (US$S2,757 as of December 31,2001) of Senior Subordinated Notes. The Senior Subordinated Notes bear interest at 12.5% per annum, are payable semiannually, and mature in March 2007. The Senior Subordinated Notes are subordinate to the credit facility and are pari passu with other senior indebtedness of the Company. The Senior Subordinated No1es may be redeemed at such times and prices as defined. In December 1994, the Company closed a $9,700 industrial revenue bond transaction with the Industrial Development Authority ("I DA") of Mecklenburg county, Virginia, for the purpose of financing its manufacturing facility located in Virginia. The bonds bear interest at a variable rate (1.85% at December 31, 2001). Additionally, the Company pays a 0.25% remarketing fee on the bond balance. The bonds mature on December 1, 2004 and are subject to mandatory sinking fund redemption of $970 per year and to a mandatory redemption under certain circumstances. The Company has secured its obligation with respect to the I DA bonds through the issuance of a letter of credit. In August 2000, the Company issued $5,500 of American Buildings Company Taxable Variable Rate Bonds, Series 2000 (the "Taxable Bonds"). The Taxable Bonds bear interest at a variable rate (2% at December 31, 2001). Additionally, the Company pays a 0.25% remarketing fee on the bond balance. The Taxable Bonds mature on August 1, 2020. The Company has secured its obligation with respect to the Taxable Bonds through the issuance of a letter of credit. 6, STOCKHOLDERS' EQUITY Preferred Stock The Company has nonvoting preferred stock with $.01 par value. The board of directors has the authority to issue these preferred shares and to fix dividends and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. - 7 - Common Stock The Company has three classes of common stock. Classes A, B. and C. The Class A and B shares have similar rights except that Class B is nonvoting. The Class B ~hares are convertible any time at the option of the holder into an equal number of Class A shares. The Class C shares are nonvoting and are convertible upon a conversion event which includes an initial public offering, as ß~fined or change in control ofthe Company. In the event ofa Class C conversion event, each Class'C share is convertible at the option of the holder into a number of Class A shares that fluctuates based on shareholder returns on the Class A andB shares. . In 2000, the Company repurchased approximately 1,000 shares from retired or terminated employees for $55. These shares were retired upon repurchàse. Securityholders' Agreement . All holders of the Company's equity securities are party to a securityho!ders'agreement dated June 9. 1999 (the "Securityholders'Agreement"). The Securityholders' Agreement provides for the appointment of . board members bas.ed on the value of securities purchased. As of December 31, 2001, the board consisted of two members of management, two members appointed by Onex, and tw.o Ç>utside directors. The agreement requires any shareholder wishing to sell common stock to first offer their shares to the . existing shareholders. AdditionaJly, the agreement grants f;ertain securityholders' rights to cosale in the event of a sale by Onex to a third party and allows Ooex to require other securityholders to sell securities, under the same terms as sold by Onex, in the event Onex proposes to sell at least 30% of the Class A shares owned by Onex. The Secuntyholders' Ag reement also states that if the Company has not completed a liquidity tral}saction, as defined, by May 31,2004, then, unless objected to by holders of at least 75% oT the securities then outstanding, the Company must effect an initial public offering, giving regard to covenants and obligations under any indebtedness. -- . Stock Option Plan - :: The Company has a stock option plan that provides the granting of up to 145,000 stock options to key employees for the purchase of Class A shares. The objectives of the plan are to motivate key employees to exert their best efforts on behalf of the Company and closely align the personal interests of management with those of the shareholders. For the year ended December 31, 2000, the Company granted options to purchase approximately 8,000 shares. During the year ended December 31,2000, options to purchase approximately 1,000 shares expired or were terminated. The options vest over five years and are exercisable at escalating prices of $43.20 to $97.04 per share as the options vest. No options to purchase shares were granted or terminated during the year ended December 31. 2001. At Decemþer 31,2001, approximately 130,413 options were outstanding, 14,587 options were available for future grant, and 32,608 options were exercisable. - 8 - The following table sets forth the number of shares, exercise pricè, and remaining con,tractuall]ves by groups of similar price and grant date: Options Outstanding Weighted Average Number of Contractual Exercise Price Shares Life $43.20-$46.80 13,045 8.5 years $51.84-$56.16 19,563 8.5 years $62.21-$67.39 32,605 8.5 years $74.65-$80.87 32,605 8.5 years . $88.14-$97.04 32,595 8.5 years 130,413 The Company accounts for the stock purchase and stock option plans under Accounting Principles Board ("APB")Opinion No. 25, which requires compensation costs to be recognized only when the option price differs from the market price at the grant date. SFAS No. 123, "Accounting for Stock-Based Compensation," allows a company to follow APB Opinion ~o. 25 with additional disclosure that shows what the company's net income and earnings per share would have been using thecompensation model under SF AS No. 123. Tbe Company has elected to utilize the minimum value method to determine the fair value of each option grant. Under this method, the option grants have minimal value. 7. INCOME TAXES The provisjon for income taxes fòr the ygars ended December 31,2001 and 2000 consists of the following: 2001 2000 Current: Federal and state $ 0 $(1,704) Foreign 3,114 3.437 3,114 1,733 - Deferred: Federal and state (4,821 ) 4,109 Foreign 2,404 1,125 (2,417) 5,234 $ 697 $ 6,967 ~ - 9 - The provision for income taxes differs from the amounts resùlting from multiplying the income Defore income taxes by the statutory federal income tax rate. The reasons for these differences are as follows for the years ended December 31,2001 and 2000: 2001 2000 Federal income tax (benefit) provision at statutory rate (35.0)% 35.0% State income taxes, net of federal benefit (~.5) 3.5 Nondeductible goodWill amortization· 44.4 6.3 ForeIgn taxes and other 7.6 (3.5) 13.5% 41.3% . The sources of the differences between the financial accounting and täx bases 'of the Company's assets and liabilities which give rise to the deferred tax assets and liabilities and the tax effects of each are as follows as of December 31, 2001 and 2000: 2001 2000 Deferred tax assets: .~ Accrued liabilities $ 8,459 $ 9,602 Net operating loss carryforwards 13,917 . 0 Allowance for doubtful accounts 1,544 1,756 Other - ~ 1,258. 385 25,178 11,743 Deferred tax liabilities: Property, plant, and equipment 18,259 12,998 G009will and 'other intangibles 17,816 13,951 . Other - -- 0 838 36,075 27,787 Net deferred tax liability $(10,897) $(16,044) The Company has net operating loss carryfor.vards for federal and state income tax purposes of approximately $36, 1 ~O as of December 31,2001, which expire 2005 through 2021. 8. EMPLOYEE BENEFIT PLANS Savings Plan The Company has contributory savings plans under which all full-time employees are eligible to participate. The Company matches 100% of the first 1 % of eligible participant contributions and 50% of participant contributions up to 5% of eIigible participant contributions. Company contributions to this plan were $2,921 and, $1.894 for the years ended December 31, 2001 and 2000, respectively. Retirement Plan The Company has a 'noncontributory retirement and death benefit plan which covers certain management employees. The plan provides a death benefit prior to attaining retirement age, as defined by the plan, to - be paid over a minimum 10-year period and a mutually exclusive retirement benefit, after obtaining the defined retirement age, to be paid over a 10-year period. Benefits under this plan do not vest until - retirement, and the Company has the righ,t to modify or terminate this plan at any time. The Company's liability for benefits under this plan was $4.747 and $4,502 as of December 31,2001 and 2000, - 10 - respectively. This liability is based on the estimated present value of the retirement o~ligatiòn åccrued over the estimated service period and is included in accrued liabilities and other noncurrent liabilities in the accompanying balance sheets. Pension Plans The Company sponsors nine defined benefit plans covering hourly and salaried employees. Benefits are based on years of service and/or compensation. The Company's funding policy is to contribute annually an amount that can be deducted for fèderal income tax purposes and that meets minimum funding standards, using an actuarial cost method and assumptions which are different from those used for financial reporting. Plan assets are invested primarily in equity and income securities. Net pension expense was $1,331 and $559 for the years ended December 31, 2001 and 2000, respectively. The following table sets forth the pJans' funded status and amounts recognized as other noncurrent liabilities in the accompanying balance sheets at December 31, 2001 and 2000: 2001 2000 Change in benefit obligation: Benefit obligation at beginning of year $21,761 $ 4,565 Assumed benefit obligation from acquisitions (Note 3) 0 15,980 Service cost 673 715 Interest cost 1,357 1,062 Benefits paid (649) (807) Actuarial gain 665 246 Plan amendments - 78 0 i Curtailment (~95) 0 Benefit obligation at end of year $23,490 $21,761 Change in plan assets: - Fair Value of plan assets at beginning of year $21,832 $ 3,469 Assumed plan assets (Note 3) 0 17,381 Employer contributions 1,241 1,608 Benefits paid (649) ( 807) Actual return on plan assets (589) 181 Fair value of plan assets at end of year $21,835 $21,832 Funded status $ (1,656) $ 71 Unamortized past service costs 6 0 Unrecognized gain (loss) 90 ( 1 04 ) Net accrual $ (1,560) $ (33) Prepaid benefit cost (accrued benefit liability) $ 550 $ (33) Intangible asset 92 '0 Accumulated other comprehensive income (2,202) 0 Net amount recognized $ (1,560) $ (33) \ - - - 11 - 2001 2000 Net pension cost for the year: Service cost $ 673 $ 715 Interest cost 1,357 .1.062 Amortization of actuarial gain (127) '(279) Amortization of prior service cost (3) 0 Expected return on plan assets (569) (939) Net periodic pension cost $ 1,331 $ 559 Effective December 31, 2001, no further benefits will accrue under the Vicwest Steel-U.S. Operations pension plan, resulting in a curtailment gain of approximately $395. . For the periods presented. the discount rates used to determine the projected benefit obligation range from 6.5% to 7.75%, the assumed growth in compensation is 5% to 6%, and the expected long-term rates of return on plan assets range from 8% to 9%. -~ Postretirement Plans As part of the Jannock acquisition, the Company assumed unfunded defined postretirement benefit plans for certain retirees and their dependents. The following table summarizes the Company's postretirement benefit obligations and the assumptions used in determining postretirement benefit cost as of, December 31. 2001 and 2000: - - 2001 2000 Change in benefit obligation: Benefit obligation at beginning of year $3,091 $ 0 Assumed benefit obligation from acquisitions (Note 3) 0 2,798 - Service cost . 96 100 Interest cost 138 _ 161 - Benefits paid (79) (87) Divestitures (2,547) 0 Actuariàl(loss) gain . (160) 119 Benefit obligation at end of year $ 539 $ 3,091 - Funded status - $ (539) $(3.091) Unrecognized gain 21 119 Net accrual $ (518) ·$(2,972» Net postretirement benefit cost for the year: Service cost $ 96 $ 100 Interest cost 138 161 Net periodic postretirement benefit cost $ 234 $ 261- In connection with the disposition of Armtec, Oncap assumed the postretirement medical plan of Armtec Limited. For the periods presented, the discount ratè used to determine the benefit obligation was 6.75% and the health cost trend rate ranged from 7%" to 8%. The effect of a 1 % increase in the assumed health care cost trend rates-wouldincrease benefit cost and the benéfit obligation by $131 and $0, respectively. The ~ effect of a 1 % decrease in the assumed health care cost trend rates would decrease benefit cost and the benefit obligation by $103 and $0, respectively. r I - 12 - 9. COMMITMENTS AND CONTINGENCIES j Related-Party Transactions At December 31, 2001, Onex owned approximately 53% of the Company's common stock. The Company has an agreement with Onex to provide financial and management consuJtìng services through May 2004, which automatically renews for successive one-year periods thereafter. Pursuant to this agreement, the Company is required to pay a minimum management fee of $375 annually, such fee to be increased as a percentage of annual cash earnings, as defined. realized in conjunction with acquired businesses. For the years ended December 31,2001 and 2000, the Company paid fees to Onex of $791 and $587, respectively, which has been expensed in the accompanying statements of operations. In connection with the acquisition of Jannock, the Company paid Onex transaction fees totaling $4,100 for the year ended December 31, 2000. As discussed in Note 4, the Company sold Armtec to an entity in which Onex has an indirect interest. ' Insurance " The Company participates in self-insured workers' compensation, genera! liability, and health Îfis~rance plans. Reserves areesfîmated for both reported and unreported claims using industry loss development factors. Revisions to estimated reserves are recorded in the period in which they become known. Estimated self-insurance reserves as of December 31, 20Q1 and 2000, totaling $9,771 and $9,095, respectively, represent management's best estimate. In the opinion of the Company's management, any future adjustments to estimated reserves will not have a material impact on the financial statements. Leases The Company leases certain property, plant, and equipment under operating leases. Minimum future ) lease payments under operating leases with initial or remaining noncancelable lease terms in excess of / .one year are as follows: .2002 $10,421 - 2003 8,550 2004 6,331 2005 4,485 2006 3,409 Thereafter 8,470 Total $41,666 Total rent expense for all operating leases was $11,139 and $10,688 for the years ended December 31, 2001 and 2000, respectively. EmpJoyment Agreements The Company is party to employment agreements with five senior executives for terms expiring on December 31,2002. The agreements provide for severance, up to the longer of the remaining term of the agreement or one year, for termination of employment for any reason other than good cause. Litigation The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management. the ultimate resolution of such claims and lawsuits will not have a material effect on the Company's financial position, liquidity, or results of operations. ) . -~ - 13 - :.0. JOINT VENTURE The Company has a 30% interest in a joint venture, which manufactures and sells metal building systems in the People's Republic of China and certain countries in Southeast Asia (the "Joint Venture"). At December 31, 2001 and 2000, the carrying amount of the Company's investment was $4,188 and $4,162. respectively, which has been included in other assets. The Company's equity in the income of the Joint Venture was $208 and 5101 for the years ending December 31,2001 and 2000, respectively. . ~ - - ~. - . . .. . . . I< M 0 N ... 1'1 ... '" 01"'111)"'1° co ° 1'1 ° ~O"~~~~~O~O~M~~O ~ !-< . ~~O~~~NNO~NO~~M 0 ~~~~N~m~~~~~o~~~~ 0 2M~~~~~~œNm~¡~~o~ N ~~~~~~O~œM~O~O~~ m S M M .,. '" '" 1.0 I.O,~II' I'I",-,~ ° 0... 111 jlV;I~~~~~r0w~~~,~,~~~ 0 ~ I~ I I . CO. 1.0 '" 01 ]CO "'1° 01 N ... ~~"" I' ... 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I.OOMII1,","'O~M"'O~WMMN ~ . 1- ~O~~~~I.l'tOOMMN~~~~o ~ i !:f r-i-l r-. 0 \D i"l 0" r-. ~ M ,..; 0'\ CD r--- t"- r-o.'" . ,.: ~\O~~~~~CD~O~r-INM~~ ~ I "'1~1~~~I~~~~r~~I~Nj~"'~ ~ I IM"'''''''I'''''''O'''NIM'''~~'' l:Qoooo.OOOrlJ-ir-ll"'ir""ll"'"Cr-fJ-i rcOQOOOOOOOOQOOOO <NNNNNNNNNN~NNNN ¡;¡ I I I l"'INIMI~11I1 '" ""'~O'" '" ~I~ '" I ~05/02 THlT 11:20 FAX 952 346 1139 J B EQUIPMENT CO ~ @OO1 ~. QUOTATION NO. 02-1087 '!;JJ ~~4~' J&B Equip.ment Co.llZ~ me. 8200 Grand Avenue SOuth BIoonrlDgtOn.. Minnesota 55420-2274 Mâin (612) 884-2040 . Fax (612)846.1139 . Page 1 of 1 To: W.Gohman Construction Co. . Date: May 2, 2002 815 E. County Road 75 St;Jósep~ :MiDnesota 56374 F.O.B.: Facto~ Attention: Gil Peck Terms: To be negotiated Delivery: .. .~.~ ,~ 7..... M.. RE: Pricing for Overhead Bridge. Cranes: Six (6) . CotÌtrx: toP-111nriing single girder dual drive bridgeci"a.ne. 10 ton capacity. 48 ft. span. Class C indoor seÌvice. W24 þriòge beam with singl~ trL1ssed outriggeí~. 120 feet per minutemax~ travel sp~ adjUstable Z-step variable ftequencv controJ. Adjustable disc-type brakes. Mainline contactor. Manuatdisconnects. Double C-track fIat cable festooIÚng to.bring power and control to hoist ~nd traveling ~ush button station. Three (3) current collectors. . .Six (6) Detroit~leCtricwireíopehoist. 10 ton capacity. 24ft. ¡¡fiat 15 &'5 feet per - minute lifting spee~ two speed. 10 H.P.~ 480-3-60 motor. Disc':'type motor brake. Mechanical load brake:. 4-part dA1,1ble reeved with 3/8" diameter. wire rope (true vertical lift). Upper paddle type limit switch. Mounted to motor driven trolley to· operate at 50 feet per minute travel speed,. single speed. 110 volts at control. Bottom safety hook. One Lot 2-nms 40# ASCE ra:l\ 3-nms 90 amp enclosed conductor bar, all hardware; for - . three (3) runways systems x 150 ft. long. ~ \DT~ Twelve. Contrx: top-running single girder dual drive'bridge crane. .5 ton capacity. 24 ft. (12)· span.. ..class Cinnoor service. 815 bñdge beam with CH) ca,p channel. 120 feet per minute max.. travel speed, adjustable 2-step variable ftequenc;y control. . Adjustable disc-type brakes. Malliline coníactor. Manual disconnects. Double C-track flat cable festooning to bring power and control to hoist and traveling 8-button push button station. Three. (3) current coßectors. Twelve Detroit electrlc wire rope hoist -S ton capacity. 20 ft. lift at 1:? & 5 ~et per (12) minute liftjng spee~ two speed. 5 H.P _, 480-3-60 motor. Disc-type motor brake. 4-partsingle reeved with 9mm diameter wire rope. Upper paddle type . limit switch. Mounted to motor driven troneyto operate at 50 feet ~ minute travel speed, single s~~ed. 110. 'VOlts at control Bottom safety hook. . - One Lot 2-rUns 30# ASCE flUl, 3-runs 90 amp enclosed conductor bar, aU hardware, for six 1=UñWavs systems x 250 ft. Ion . MATERIALHA.NÐ.I.JNG SPECIAlISTS.SINCE 1961 - OVERHEAD CRANES ~ HOISTS · ERGONOMIC SYS'IBMS. STORAGE PRODUCTS . .. 0_· ·-~2 -.----- y- QUOTATION NO. 02-1087 Page 2 of 2 J&B Equipment Company; .. .¡>:.-:..I:n.' :'~;:'f'.:.~"~:~ ." MATERIAL PRICE F.O.B; Factory: $ 300.800.00 Installation: 51,200.00 Freight: 6,000.00 Total (sales tax not included): $ 358,ØQO.OO (see note #4) Notes: 1. Priœs quoted herein do not include any state or other sales or 11$e taxes which may be applicable.to.t.bîs purchase. 2. Prices quotéd herein do. not include any allowance for load testing (pricing avaHable upon request). 3. Prices quoted herein do not include any wide flange runway beams, installapon ot; or à1ignment ot: See ~ched CMMA table 1.4.1-1 for runway alignment tolerances. 4. See new Minnesota så1es tax laWs. MateriaJ..s, Installation,. and Freight are now all taxable as of January 1,2002. Please reference above quote number at t:Ìß?e of order. - J&B Equi,pmentCompany¡ Inc. ·1lJ?~-Þ~- Peter B. Knudsen - MATERIAL w.NDLJNG SPECIAIB!S SINCE 1961 OVERHEliD CRANES . HOISI'S . ERGONOMIC SYSTEMS . SI'ORAGE PRODUŒS L BRUCE GOHMAN PRESIDENT ~ GOE-DJAN CONSTRUCTION CO. Bruce Gohman, President, is the second generation of the Willard Golunan family _ managing W. Gohman Construction Co. He started his employment with the company in 1960 as a laborer; worked his way throughjobsite tas~ ànd-duties while attending St.· Cloud Statè, intom~nagement Bruce was instrumèntal in moving the· company ftom a sole proprietorship to a corporation. His vision and ability to promote change through technology, has continuoUsly advanced W. Gohman Construction Co. in the indus1ry. Through his leadership, W. Gohman Construction Co. is one ofthé largest manàgement and general constrUction firms in the 81. Cloud area. Much ofhis time is spent on the development and negotiation of proJects, from the location of land, budgeting arid funding op1ions, through the actual construction and completion of facilities for their intended purposes and uses. Throûghout his adult life, Bruce has followed through with his belief that people should give back to their community. . Investing his time" money, and energy for many groups and organizations including St. Cloud Opportunities; St. Cloud Area Chamber of Commerce, St. Cloud Area Partnership, St. Joseph Economic Development Authority" . United Way, his Churc~ St. Cloud Lions Club, and Central Minnesota Council of the . Boy Scouts of America,. he is always Willing to provide aSsistance. - - Bruce has been- married to Diane for thirty-six years; they have two grown children. - ( MICHAEL GOHMAN EXECUTIVE VICE PRESIDENT w: GOHMAN CONSTRUCTION CO. Michael (Mike) Gohman, being the third generation of Gohman's to grow up in the construction business, has worked in all areas of the firm. With a degree in BUSÏIiess Administration ftom the University ofMinnesotaJDuluth, he is a great asset to W. Gofunan Construction Co., with his project operations background and abilities in the field and office. He has provided guidance on a variety of tasks from moving the company into computerized project estimating and field coordination to implementing specialized computer software. His business aptitude has influenced the future and growth of W. Gohm.ap. Construction Co., one way being, the creation of a neW business division for the construction of homes working for Clearwater Developmen4 Inc. and new home buyers in the surrounding area. Mike also volunteers many hours ofbis time. Currently being a Vice-President of the Central Minnesota Builders Association, he actively serves on a variety of committees to improve the quality of life for people living and working in the Central Minnesota area. ( He is also involved with the promotion of Ducks Unlimited and the Boy Scouts of America. He and his wife Nancy have been married three years and live in St Cloud. ! ; 334 687 En 04 # 2/ 36 4-23-02; 11: 4 'AM; 1 n'terna't I ona I Sa I es State of Delaware Office of the Sëcretary of State PAGE 1 . I, .. EDWlaID J,; FREEL, SECRETARY OF s~.t OF :mE STATE OF DELAWARE, DO HEREBY CERTIFY THE AT~EŒD IS A TRUE AND CORREC1' COPY OF THE CERTIFICATE OF cORREcTîÒN OF II JENJ;:SYS ENGINEERED PRODUCTS, INC. II, FILED IN THIS OFFICE ON TBÊ FOURTH DAY OF MAY, A.D. 2000, A!t' 12 0' CLOCK P.M. ~ FILED COpy OF THIS CERTIFICATE HAS BEEN FORWARDED TO TEE ! . ..- NEW CASTLE COUNTY RECORDER OF. DEEDS. , , ! ; i i , - I ! i I I ! - tÞ4l~ . .. Edward J. Freel, Secretnry of State 2217302 Bl00 AUTHENTICATION: 0429473 - 001227519 DATE: 05-10-00 - 4_2S_02;r,:4'AM;lnter-natlonal Sales ;334 687 e,04 '# 3/ 36 i ) CERTIFICATE OF CORRECTION FILED TO CORRECT A CERTAIN eRROR IN THE CERTIFICATe OF AMENDMENT OF JENfSYS ENGINEERED PRODUCTS, INC. FILED IN THE OFFJCE OF THE SECRETARY OF STATE OF DæLAWARE ON APRIL 6, 2DOO. Jenisys Engineered Products, Inc.. ? corporation org2n1z:ed and exìsting under and by virtue of the General Corporation L.aw cfthe State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation Is Jenlsys EngineeÆ!d Products. Inc. 2. That a Certfflc:ate of Amendment was ffied by the Secretary of state of DeJaw8re on April 5. 2000 and that said Certificate requires correction as psnnttted by Section 103 of the Genera) Corpofation law of the State of Delaware. 3. The inaccuracy or defect of said Certificate to be corrected is as foflows: The effeotive date of the name change of the corporatj¡;m from VJCWEST Inc. to (~ Jenisys Engineered Products, Inc. shall be May 22, 20DO. ( 4. A new paragraph shall be inserted into the Certificate of Amendment to read as fol1ows: FOURTH: The-effective data of the name change of the Corporatfon from VICWEST Inc. to Jenisys Engineered Products, Inc. shall be May 22,·2000. Poc t::IO '07073. wP'D STA'.rE OF DELAWARE ~".. .. SECRE'l'ARr OF S'Z'JI.'l'E : ) DIVISIoN OF CORPORATIONS ,- FILED l2: DO PM 05/04./2000 001227519 - 2217302 - \ 4-2S-C2;'1:41AM:lnternSélonSI Sales ;S34 66ï 9104 # 4/ 36 .- 1N WITNESS WHEREOF, saki Jenisys Engineered Products. I"c. has oauaed _ this C~rtificate to be signed by Nigel S. Wright, Its Vice Pre~ident, this 4th day of May, 2000. JENISYS ENGINEER~ PRODUCTS, INC. Is! Nigel S. Vÿrlçrnt Nigel S. WrJght Vice President . . t I ! ! .. . -. - , - - ; I I I - ~ Doc~O'D70T.1.Wf'Þ 2 I - I - 4-2S-02;1,:41AM;lnternatlonal Sales ;334 687 9104 '# 5/ 36 MHY 03 2æø 11: 47 FR KAYE SCHOlER 16· 212 836 .7152 TO 51416362S76546Ø3 P.Ø4 ( ì IN WITNESS VVHEREOF, said VICWEST Inc. has caused this Certificate to be signed by Nigel S. Wright, its Vice President. this l day of May, 2000. VICWEST INC. /l~yJ-, Nigel . right . Vice President ("J ( - .~) 2 - ( Doc#301070n.W?D - ;334 687 e104. '# 6/ 36 4_2S_02:11:41AM:lnterna"tlonat Sales - .. . State of Delaware PAGE 1 Office of the Secretarif of sta-te o· :t I EDWARD J.. FREEl. , SECEŒTAItY OF . sn'l'E' OF ~BE S!rA'rE OF D~, DOdBE1ŒB%" CER!r:tFY THE ATTACHED J:S A ~t1E AND CORRECT COpy. OF ~BE ~:tnCATE OF ~~ OF "v:ICWEST :tHc. II , CBAUGJ:NG :tTS ~ FROM "VXCWES:r :tNC." TO ".:JEN:tSYS ENG:tNEERED PRODUCTS, :tNC . ", FJ:LED :tN TH:tS OFF:tCE ON TBE FJ:rL'B DAY OF' APR:tL, A. I> . . . .. 2000, AT 4 O'CLOCK P.M. , .' \ A F:tLED COpy OF 'I!B:tS CERTIFJ:CP..TE BAS BEEN FORWAlU)E1)' oro THE -. -. NEW CASTLE CO'ON'TY RECORDER OF DEEDS. '. I " - - - - - ; ; ¡ ¡ -. t4~ ... ) Edward J. Freel, Secretary of State 2.2:1.7302 8:1.00 0368057 - AUTHENTICATION: 001.:1.75174 DATE: 04-08-00 - ;3.34687.9104 # 7/ 36 4-2S-02.;' '\: 4 1AM; {nternat lone I Sa I es ! . . CERTIFICATE OF ~MENT OFTHE ( ) RESTATEDCERTIFIy\TE OF INCORPORATION OF VICWEST INC. PunDallt t_o § 24% gf the GcDcraJ Corporatioø. Law of the Sfatl:!ofDela'¿'are Pursuant 10112= provisions ofSe..-1.Ïoú 242 ofiœ Ccm:ral CorporafionLaw oftbe State ofDe1aw;re. the.undersigne4 being the duly elcct6d Vi~ PresidentDfV1CWfSTInt., ~ c:orpomtion existing undœ-thc Jaws of the: Stale ofDeIaw8re (the IlCorpcm!.tion"), her=by cenmes andst:t.s forth as follows: FIRST: The J]amc Dfllie:: Corpora:thm is VICWEST Inc, SECQNÐ: The R~ted c..'"TtÍfica~ of Incorporation is hereby amended as . ·follows: Art:2cle I of the Resta~d ~catc ofIncorporati on. relatin¡ to the: CtJIpome ûtlè of the Corporation is hereby ID11ended tD rc:ad as follows: ~ "I. The name: of u'e corporation is J eni~ úgineere.d Prodnc::tB. Inc." () THIRD; ~ amendmemto the fu:stated Certificate Df!nçolJ.'ula1:ian herein œrtified ( ·baz been. duly adopted in accordance witiJ. th~ provisiof13 of Sectiom 22S'an,d 242 of the General Corporatio~ Law of the StateofDeIaware. Doc 1J0091~5'.WM:1 ,.-) - . ( ~ 4-2S-0Z;11:41AM; In'ternstlOnal sales ;$34 687 9'04 # 6/ 36 , - ': IN WITNESS WHEREOF. the Corpmtion has caused this Certificate to œ ~=uted brits Vice Preside.ntand attested by its Corporlltc Sc:~there\Øo duly authorized. who acknowledge and affirm under the penalties of p~ury that ~ Ccrti~iS the aetand ci=cd oIthe COJPoration and ,that the facts sta1ed therein are trot: this ~ œy of . .~; I 200[). VICWEST INC. /~ . o. R.. Clmrlc::s Blackmon, Jr.. Vice President A TrEST: Q~~~~~. . . ... Peggy S. W oodhamj Secretary .' . . - .. .' '. - - - - - . 0""I3D09I95'.\1I»D 2 \ ) - - , , 4 - 2'> - 02 : 1 , : 4 1 AM; , n t ern 8 't 0 n a I S ð I e S :334 587 $104 # 9/ ., PAGE 1 -, State of Dela.wa.re .. . ( Office of the Secretary of State .. , I I EDWARD J. FREEL, SECRETARY OF $T~TE OF THE STATE OF DELAWARE, DO HEREBX CERTIFY THE ATTACHED IS A TRUE AND CORRECT ... COPY OF THE CERTIFIéATE OF AMEND!1ENT OF "JANNOCK STEEL , 51 FABRICATING, INC. " , CHANGING ITS NAME FROM "JANNOCK STEEL FABRICATING, INC." TO "JENIBYS-ENGINEER"ED PRODUCTS, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DÞ.Y ,OF .MARCH,·, A.D. 1996, AT 3 , , O'CLOCK P.M. , .... . . A CERTIFIED COpy 'OF ' THIS CERTIFICATE' HAS BEEN FORWARDED TO . ~. . .... . f .~: : , . . . _. . . ~ ~ THE NEiv CASTLE COUNTY' RECORDER ~ OF ,DEEPS: 'F:OR RECÔRDING~" : , ' '. . . I ,. , \ ~ ....; , , ' ' ,I. :;: . . .. , . . - .' , . .. ". '=' -=...; r'-j þ- g;" - ~ ~;:~ N -n n;~ ~:,~,:_ w~ ¡- _, :'... I-' . STATE OF KENTUCKY, SCT "..... (J) ~ m '~.... --.) ~ ë-J COUNTY OF BOYLE, SCT :':J~':. ~ ""....-' . I Deflise B Curtsinaer, Clerk 0\ BDyle CDU~!Y· ...., '.. .. do c"T1ity Ihå:. the loregoing inslrument of ~1\J;g ,%as ' : : (..!:> . W 'd f ord in my othce, and ~ IC WI .'. u::> :~~ ,~7~~~fng ~~d\~iS certllica.\e ha.s been duly recorded [F: in my said ottice. I :;L. ! (1, ~ 9.1 tMHf~ Given under my handlhis---:--day 0 Denise nurts~er. Clerk ~ By tt::C. º-Q D,C. Edw,m( J. Freel, Secretary of State - , 2217302 8100 A UTBEN'TICATION: 7879240 - DATE: 03-25-96 960082553 4-23-02;,':41AM;ln'terna'tlonal Sales ;':'34 667 91D4 # 10/ 36 I .1"'1~ ç..a. ~o ~~.~~ ~ I ~v~~. ~~I~V~I ~~~-~C¡-{~~~ ~.c. . .. .. ,.' CERTIFICATE OF AMENDMENT " OF CBRTIFfCATE OF YNC0RF'0RATION JBDl1Oc:k Steel F~brlë:atiDg. Jnç" a COJPonú:.ion organÌzed and existing uDder and' by vmne of th~ Gf:!I1St'aI Corporation Law of the State of Delaware, DOES HER.BBY CER11FY: P1RsT: That: the board of diredoIÞ oÎ said corporaüoD. by the ÐnRnbnous ~itten coQseDt of its meinbers Îùed wítb the mínute& of the ooa.rd, adopted a resolution propo~ìngand d~J.arjng advisab1e the foJlowing amendment to the Certiñcat~ of Incorporation of said; ,corporation: RESOLVED, tb3t. theCertificaœ o~ Incorporatioll of Jamwck Stee1Pabrlcatmg. Inc. be amended by changmg tb~ Article 1. thereûf so that, u amended, said Artic:te shall bt' and \ ~ as foUows: I . "The name of the corporation 'is J enisys Engineered ProductS, Inç." SECOND:· That. in Iieu of a meeting the B016 stockholder has - given writte.si cons~t· W-said I ~~t in accordance} with the provisions'of sectioll 228 of the G(:nera1·Corporatío.n Law of the i SUM of Delaware. i THIRD: Tbat the aforesaid amendme.m. was duly adoptoo. in accord~ with the. 8pgJicable provisions of sections 242 and ZZ~ of th(; Gelleral Corporation Law of 1;he ~tate of D~aware. . . IN WITNESS WHBQBOF~ said corporation has caus&1 thiS certificate to b~ siþ1ed by ,e I{. Dr-;(.b c.t I"'J j ,. its President, and ~ted by )p. /-I. 0e,/,- . its Secretary, ~ís t5!5day of~aÌ'ch; 1996. Jam",", ~""T:,¡catffig. Iuc, Iì ' , I . Dy ~\"'" _'. liS: Prc~: ~ A1(TBST: By! ~4~ - ~t:s; Secretary - ~.I~ 4-23-0:2;":4'AM;lnternatIOnal Sales ;3346879104 #- ,,/3 I PAGE 1 Sta.te -Of Delaware ( Office Of the Secretary ûf State . I, EDWARD J. FREEL, SECRETARY OF ST1>.TE OF THE STATE OF DELAWARE, DO HEREB~ CERTIFY THE ATTAC1iED IS A TRUE AND CORRECT COpy OF THE CERTIFICATE OF AMSNDI':3N'I'QF "JANNOCK STEEL . ~y~~~ZÆ\'t..:.........~~ ........~. FABRICATING, IN~.¢Ø~~~G f:~¥.:.~~~~E"'.f~~~ IIJANNOCK STEEL FABRICATING, ~NC.~~'~~k./iJìit~~~.~··"~sjði1f~i.K'E:R)'R0.J2UCTS( INC.", FILED d i;iP~'"__',"e.~, <.."ø,,'C'~ ~ Æ,.;~ ~'£.'" ~:.:_...._~ . 4.:~_.,.~ ~ /:.>(- "' IN THIS oWiqÉ',-#DN T.H,E TWENTY-l·'IR~:,' '[;>{~R;;:7RRCH/ A.D. 1996, AT 3 t. O~ .~ ~ ,,' -- '. t2" 11" " M'T ~ .. " {" ' : -" .: : ....? ,.:.J'/" m r.. ,. <~ .....H ~ V, (lo7 .... o 'CLOC~r ,M ,OJ' ~l{/ Js<':L 'O"ë~~~ ~ ~. .'. A, (.. L ",J'.... '. '+> ~,~ '<1'. m: ~1'..;.:; fi" ~fi...... ,,'::! ..;'" '"":.'. <7"'=- ~,~ . "t1, AÆ-CERT.t~ED cq~·r~F THrs..m:gE~g'l'.!.FIC"'P~g!~AS B~EN EPRWARDED TO f¡ ~~ '- ~~.tM. ~···..,,·~'<t...y'~· . '\~. \ THE .J~r/~AtrLE ~~r.<.r¡; ¡';", CGE,~£~~·:".''':;;~~'D~." .~~~.'.'ê)...:J\ REcð;'.~ß .,. (~ !:., I!o, IZ v;~ ';'. r.a'yO'". /'..... , "\-/"'.. .~~~../,\ ;'c-¡ ,~~~.~. ~ ··ö· ,i'}'*i:"~ff·.' .:.'. ..' ~~:,-"",,,,,,...,,,.:.,,,,,,<;~:~c::"~~:i\'.,;~;, 'I,;~'< .' I- ,^'-' . . ". - U" .J ... >%'i! ^~'... ......, ,.. i ..",~, , ..' !<!" . ,........ /,.. ~Æw"'" ...... . ~. 'f~ø1): Ii;· ~", ?~s,J~~)f<,. ~ìf~~~'" .~ .. ~~~. ~ &:,' ~~ B . \ ,~\~.:;.~~";-;:::> {¡ :'7:>1,t,,-;,; '.,¡r:¿: ~ ~¡ Þ . ß . ',.; ':;;4~~' ·;·~;::ç:;;:.>~.;.:;:ci.l~\~<, ':{} {~.. ~ ~, . ~ B ... . ,(,,~ ~Þ.'-:'. ."'".".' . 0. \;;:'0;'i+9C;::''';Î~ J :~.').' ( i t::i \ ,~:~~,;~~.;":~!~J(~~,¿l~·;'~~~;¡· ~~" , ',,'. ;'-.,,' -h '" .. ....~:.. . '/.--, . . "."1 ,.;. ì.<.,. Ff.. ~L ~...~.}~.. '". f)-'!8r-~~lj~~·:-··/ ._:~r"'.';{1._ .~~.'\.(~~:7'0; It' . ¥?: ~ {. , Ir,.Y/J¡SJJ¡;;-;,> (. :.;',,: :"'. . L"; ....¡;. {J 1\.' . \ì\ \1r~~ t. . _.' . rV:~~";:;'J...~~;:. ,.~:-\'..'" ,'. ~q '<_ .<._~, § J!.!A.. _ "~. _"h-~ ,:, (~_,v.·...~.ïi-"¿.."........·", ....,. ,,,. ,..... ."'.ì, ... ~I "';, \.~r~ .... \..)i Ji.j""~"~~....~ .... .1".';.-,_ '.' '. ..,.....A-·..:·-- ':.JS '" . .., .' ~,,\, """ &'if.'K:.ç.~~-- '" .:'.' :. .' /. .> /'. ' // .~~ ,; \t, . ';~;";<~,\,.' . v ~~~JT-';' t~" . l~,i:?t'1 J~' ';:;, . '2~ '",,, ..,- "'-J~ i'.7 ';<.;;, %.. ,.. -«~ . .J- ~ '::< ~ ,{;;' '^' ",,<),.. -.;,_ .if ~'J. h~ ~ ',,",'" ""f' ;' -r ß· ,,~. @'. ''-<-~ .1'1 ~. !;y 't... ' ......... , , '~\ /'- . ...""1:. ...4(1 ~ "4-.", ..J ~J _... . or ~ .. Jr:r:" -~v 't.":t.~.. ..",::;,.;ro-' '.- ,~~ '" ' '.' n' ,9", .<\> ~.,._.<. . .. ., ~ ·¿:~\~~ð:;.. ¡:.. ~~~';~, ¡- ii:: ..'" <...,tlP ''':':>''~..-. :; .... '~~ ~.~. ., '~'1~~"c." ,:. .j.;¡..¡,ò"· ~ '~ - .;. 7J u.;W('. "" Secretary of State . 2217302 8100 _,...,.,TION: 7879240 - ( . ··TE·- 960082553 '. . 03-25-96 ~..-_~3;~2;;~:~ '.A~2..1 '2.tt;r~~:c...r ~n::"L..7..~~e:s ___ ___ ; 334 687 S '·04 # ,2/ 36 -.- - . - , CERTIFICATE üF 'iclvfÈ,N,. t.-fL ()F ÇERTIFJCATE 0>' ·'!\,'.-)r";ORA'·' . ~ ...$ { 12 ......·-h.l"'\.... .' ~ Jamwck ~tee1 PabriCating. Inc,y a coIpOr¡¡,Úon ·.JI{;~;?:w B.;:; '~g ubder and' by virtu~ of thè Gfi!I1eral Cor:poration Law of the State of Del.. t', ¡,:r,., DO.. :; Hi: . . . y CERTIFY: ~: That the board of directoL ~,i .. ~í~ \.-. .. ..,;.:.", " by the 'D"~lJimous written coJjsent of it$ members filed with the minute& of '-'~ ... .;_ t,;~ ..c1.üjJL resolution propo~ing and d~larjng advisable the fuJlowing amendment tDt.:...,'-":v·":'¡:' '; of , p-Dration of said; ·corporation: :tœSOLVEDt that.the Cert.ific:at~ "liL..J,p" ...:(J¡¡ . ..íl!lOck Steel F~catiDg,' In.c. be amended by dumging the Article 1. thi;.¡ <:.;,), .:.' :: . " ..: . nded, said. Arti~ shall be a:od ~ead as foUows: "The name of the cotpQL"¿:-:,,£.< ;, i ...,,:5)'5 E;· ~ed ProdilctBy In~." . SECOND:· That in lieu of a ntee:ting i..:;> .. _ t, :>h. mol 'Œ given wri~ consent to- said amþ1d t· nian 'tb. th . . f' . ,¡ l\iral -Q)rporaÜQ'nLaw of the røm 111 acco ce WI e prOVlSIOD!!'O' .;. ~.:i ¡ _'" .f.::. Ci "'- ..,:- State of Delaware. THIRD: Th th to esaid' . d in accor~ with the at ear amer.u:L.;..,:~~. . '-' >.J;Y 4L applicable provisions of sections 242 IU1d 228 0[-',.' ':. .,. :, ü. .";t"}. íl Law of tþe State of - D~awart. . . IN wrtNEsS WHEREOF. &aid corporatl'.ih ¡",..,:;.., ":. ill: :.tificate to be siþ1ed by ¡a 1/. DÎ~/.b(..f I""JJ.. ,its President, and atttsted "!. . .:: . '. j. ¡J €-: ,its SecreUuy, this ~y , of ~ai-ch. 1996. J.- F , {. I Inc.. "';/..<o_..~. ~A.; ~ . . , -X- l} . \ - \. )- ~ ¡ . -~,- A~: i BYI ~~~- - *ts: SecrBtary - ~.1~ ;334 587 9'04 '# '3/ :> 4-23-02;" : 4 ,AM; I nter'nat I ona I sa I es 1 ') 0· ~ BOOK 956PAGE ~V . . ~ - " ,ê*1ò' , ' /".,' . ,,-,_),J ., CERTIFICATE: 01;:" ".iL.", :t~;, , ) i FILED .; ( ( i (0 _.~. 0;:' .. .. ¡[ft(ÝbEC 28 1989 JANNOCK STEEL .F'~~:,,\I~A.'. ~f. ' - . . '! iA(ø - . 1. The name of the corpor.7~_--'" .' SECRETARY OF$TA1E JANNOCK STEEL Fi,;';,'. ~e:..' LN", ~ '- . 2. The address of its reci:::cc-c.3. -' , ~-e in the State of Delaware is Corporation Trust Ceo ::r ' ), " . élge Street, in the City of Wilmington, County of -1: ./ r' The name of its ., registered agent at such address .~ :ion Trust Company. ..". - ~ 3. The nature of the busi,;,;3 , , "5 to be conducted or promoted is to engage i n any ::: ,. ':ctivity for which 0... ,. corporations may be organized und~, Corporation Law of Delaware. 4. The total number of shar,~ ~_ t c, ';.' :ch the corporation ( shall have authority to issue is .. . ,. ., , 000 ) and the par - value of each of such shares is ODe J J) amounting in the aggregate to One Thousand Dollars , SA. The name and mailing ac ;'3 f JCorpora tor are as follows: R. Harold Weir, Jannoc, i ..i. Box 43, Toronto Dominion Centre, Toronto, Ontario 3- ~B7. SB. The names and mailing 2 'i~ persons who are to serve as the directors of the c( : ' 0' .~ the first annual meeting of the stockholders or un(, ; _'ssors are elected " and qualified are as follows: - ) - \ 4-23-02;,,:4,AM;lnternatI0l181 Sales ;334 687 9'04 # '4/ 36 BOOK' 956PAGE 131 Name Mailinc ."'-àd ¡;-ess --- R.J. Atkinson Jarmoci' LÌI';L ted P.O. B- '.' 4:; Toro.nt-' -. Do:::Lnion Centre· Torontc, O.tario .",. Canada M5hlB7 w. Costello JannockcLirrited P.O. b,:·; ... Toront· Dc! ; o.ion· Centre To::ont - . « '~ario Ca:ìada >;5" lB7 T.R. Meadowcroft Stelco Inc. 27th Floor IB~ To~·': t' Toront :"'::~: ;.nion Centre TO:éont· , !). <. a r i 0 C:anaè¿ t/. ¡.~ . lB7 F. Telmar Stelc:o .' j .....i'-" 27th F:)or I IBM Tc'. ~r I To:ont~ Dominion Centre TOtont <'!" ." :1 r i 0 C:a!:aè: ..' 1..B7 6. The cor~oration is to h¿.v~_J)eri- c~xj stence. 7. In furthera_nce and not _in 1 .: . i..r. ·00 of the pow..ers ...... -;'". , conferred by statute, the board of [" fee ': ors is expressly , authorized to make, alter or· repea 1 ':hr:> t:' .- the corporation. I Elections l 8. of directors fl;::e,..· j''(J written ballot - unless the bylaws of the corpo~at.'..O:l '31; .~. : "'fDvide. Meetings of stockholders may be held within or ~"ir. nut the State of Delaware, as the bylaws may provid:.o. 'rh,e, ..~ the corporation ;. may be kept (subject to any provi.d ;;; c· en the statutes) outside the State of Delaware at ;;l'.:::L r1aces as may be designated from time to time by the bj.:'- ri. 'f irpctors in the . or bylaws of the corporation. ) 2 - - 4-23-02; 11 :"1AM; Interna1:IOnal Sales ;334 6aï 9104 "# 15/ 3 I, I 356PAGE BOOK 132 , 9. The corporation reserves cL? - ::> amend, alter, ( - ...-.., change or repeal any provision c::>¡¡ t¿ i:< ':~lS certificate of .- - , incor-poration, in the manner n~" . "Jr .~~er prescribed by V '1'" . ~ statute, and all rights conferrt:'d L?On . -'"" elders herein are '-' granted subject to this reservati:>r:. 10. No director of the corpoc~ti~. , ' ~ ~ersonally liable to the corporation or its stockhol.:L ¡'.3 -:"e:ary damages for breach of fiduciary duty as a dire~to. . '), however, ~hat the foregoing clause shall riot apply to ~~' tY-Jf a director ( i) for any breach of the director IS d'lt ': '. . . ¡', the corporation or its stockholders, (ii) for act: -.-- ':11 ~ L:>t in good faith or which involve intentional miscond .,!- r ",') ng violation of law, (iii) under Section 174 of t~e C ..r .-, ~ation Law of the , State of Delaware, or (iv) for 3.: ::' - , . ~.-. from which the ( director derived an improper persc~ .! - ',,' is Article shall ;": .J - not eliminate or limit the liabil - . . . . ~ for any act,or : omission occu r ring prior to the tiue -, ::-came effective. I, THE UNDERSIGNED, being the L :'0:( ~e~einbefore named, for the purpose of forming a carr::' ~ . " ~ - to the General - Corporation Law of the State of De . , '¡is certificate, hereby declarin~ and certifying t~¡.:, ': , A . -::t and deed and the facts herein stated are true, ~n .c ¡ '! ~,.3\7e hereunto set my hand this /f)'ff---- day of D (-=-'. C7'i' , . . -- , .c,. " ~ .---- .-- .;'l .r: '/--1-, ~ ~~ .. . ~ -- 3492.188 3 - ( - '334 667 9104 # '6/ 36 4-23-02; '1:41AM; In'terna'tlon81 Sales ' .. BYLA.th; OF' JENISYS ENGINELf;:::D } RC "!'S, INC. f 1 JANNOCK STEEL F."""')·f'-'"r·~~' . .... \ ( ormer y ..... . eu:;l."''-..... ~J!< '.;.., ARTIC!. ,:~ r OFFICS.: SECTION 1. REGISTERED OFFIC:'. "'J~ :ç::te.ed office shall be in the City of Wilmington, C;'-'-:~ ty G c., stle, State of Delaware. SECTION 2. OTHER OFFICES. (',.¿ .::Or ,atio'-, may also have offices at such other places both ,·..~n~n ¿ with0ut the Stat~ of Delaware as the board of directors ':"'.' f rc; tme to time determine or· the business of the corporation ::' '! :e( ''-'. t ARTICLL .:[. ! i SBAREROL c:,. ...: S ! SECTION 1. PLACE OF MEETI,~ mf::;tings of the shareholders of this corporation s:' 't ~0 .~ at the registered office or such other place, either.',..:h r\ ':thClt the Stä.te·of Delaware, as may be determined frc; ·;:'L;. ':;ey the board of directors. - - I \ SECTION 2. . ANNIJAL MEETING.. S; ,"S. . .DER~·. The annual \ meeting o.f shareholders for elect··... _ c::: ::cto 1 c'; and for s';lch· other bus~ness as may properly corne è::0 'e ~ mec;" .~. ng, commenc~ng I with the year 1990, shall be held d.' Jone ~y of April, if ¡... not a legal holiday, and if a IE.. L ')., U- '!ì on the next business day following i at 10: 00 a.. 1 ( .:' at such other date and time as shall be determine-.: 0;, t t .;¡e by the board of directors, unless such action .:: ·::'3.;,cr: .;[l'.ten consent as provided in Section 12 of ·this Art.;:'. 0 :-: T' t\~, annual meeting is not held 6n the date designated t~F L ~~ :d of directors shall cause the meeting to be ':.\: b,GC:: thereafter as I convenient·. SECTION 3. ORDER OF BUSINES: '"v, JG. The order of busfness at the annual meeting '- _ - . ~s shall be as follows: - 1 (a) Reading of notice and pre -' ; (b) Reports of Officers, , (c) Election 'of Directors, (d) Transaction of other busi :l' ~;" 'I the notice, ) (e) Adjournment, . 4-Z3-02;,,''''AM; International Sales ;334 687 9'0" # '7/ :?> I \ 1 ( provided that, in the absence ot any c jection, the presiding (' ., off icer may vary the order of bus i .,·~ss a t his discretion. SECTION 4. NOTICE OF KEETl,:G OI:', S ..AREBOLDERS. Except as otherwise provided in the Delawar~ Gener 1 èorporation Law (the "Act" ) , writteri riot ice of the plac~, date, hour and purpose{s) o~ a mee ting of shareholders shall be :3 i ven w: less than ten (10) nor more than sixty (60) days before u¡e d2. t ( of the meeting, either personally or by mail, to each sh.,,:ehold' of record entitled to vote at the meeting. When a meet.i ,'j i ~~ é-. journed to another time or place, it is not necessary te 9i v . ·ctice of the adjourned meeting if the time and place to wh c'h t .le ¡eeting is adjourned are announced at the meeting at which !le adi, .lrnrnent is taken and at the adjourned meeting only such ~ ' -. transacted as might ~SlnE-SS ~s have been transacted at the orig~;~al mE'· : ing. However, if the adjournment is for more than thi c'. y ( '0; days, or if after the adjournment the board of directors r ixe: . new record date for the adjourned meeting, a notice of the ,: JOt: .:-. 1 meeting shall be given to each shareholder of record on . -!-~ ,. . , :ecord date entitled to " vote at the meeting. SECTION 5. LIST Of SBAREBC OER: :TITLED ~I'O VOTE. The officer or agent having charge 0 the .~..., )ck transfer books for shares of the corporat ion shall PrE:·. ;; re r e and certify, at least ten (10) days before every meeting sÌ: - olders, a complete list of the shareholders entitled to vo at ~areholderst meeting or any. adjournment thereof. The list ;'la . ( , (a) . Be arranged alphabetical~ wi ~ !-lil each class and series, with the address of,_arc che .. ber of shares held by, each shareholder. (b) Be produced at the time . d r' of the meeting. ( c) Be open to the examina: .: ,. Y shareholder, for any putpose germane to the ffi0 . tn'.:.! ~~rinq ordinary busines~ hours, for a period of <. le; ten (10) days prior to the meeting, either at a ..ac thin the city where the meeting is to be held, wI ;h ~ ! shall b8 specified in the notice of the meet i: , 0: f not so specified, at the place where the meet: .... i be held. . (d) Be subject to inspectici y :;hareholè2r present a.t the meeting during the w: .:2 of the meeting. The stock tra.nsfer books for , À r ~~ :- the corroration shall be the only evidence as to who a ~h Heholder .3 entitled to examine the stock transfer books, ,~ " of shareholders or the books of the corporation, or to VCc ir son or by proxy at any meeting of shareholders. ) 2 . , , \ 4-23-02;,,:4,AM; Inëernaëlonai Sales ;$34 68ï 9104 # 18/ 36 SECTION 6.. SPECIAL MEETIl,: 0- SHAREHOLDERS. Unless otherwise preser ibed by statute r... j- h r'·.)rporation · s certificate ... of incorporation, a special meet 1, .:: or ;; _ dreholders may be calléd- at à.ny· timé by either the ci.. ~·f 'x- ::utive officer· of the corporation" a majori.ty of the m( ~;er:.:; c·· the board of directors then in office, or sh~reholders O~. :ng. i the aggregate, not less than ben percent (~O%} of all the ,~ai ~ !ntitled to vote at su~h special meeting. The method by"" i ch ,'_.\..h meeting may bé called is .as follows: Upon receipt of a . .-2C; ;., .3tion in writing setting forth the date andobjèets of such ..:ì:' Jf'. special meeting, signed by the chief executive officer ,Ol ..1' jod,.ty of the members. of the"boardof directors then in of: ", ·'Y shareholders as above provided, the secretary of the cc r z; '. _ c. shall prepare, sign and mail the notices requisite to su.;·. ;\e"'~'i ¡~ SECTION 7. QUORUM OF SHAR" ._:.:.·L '.S Unless a greater or . lesser quorum is provided in tl: ,v.. -ation I s certificate of· incorporation, . in a bylaw adopt· · Ie shareholders of the corporation or in the Act, a ma j '. the shares énti tled to vote at a meeting present in per~·.. .' r '. E'sented by proxy,shail.l consti tute a quorum at the meet:' ;hareholders present in person or by proxy at such meet :'. y ontinue to do business until adjournment, notwi thstandl.. . ).. withdrawal of enough shareholders to leave less than 2 Whether or not a quorum is present, the meeting may be at. _. ")y a vote of the sqares present. SECTION 8. VOTE OF SRAREBc, less otherwise provided in the corporation's certificate .. ~ra~ion, and subject to the provisions of the Act,' each 0; _. d, share shall be enti tIed to one (1) vote on each matte~ SU-.- . _ 'J a vote. A vote may be - cast either orally or in writing '" ,action, ·other than the election of directors, is to be t;, ~e of the shareholders, it shall be authorized by a majC _ :.:.he votes cast by the holders of shares entitled to v... .. eon, unless a greater plurality is required by thc' .:.on I scertificate . of incorporation or the Act. D: _ .1all be elected by a plrirality of' the votes cast at a: . SECTION 9. RECORD DATE FC,~ . '.,\TION OF SHAREHOLDERS. For the purpose of determining S'; ~.. enti tIed to notice of and to vote at a meeting of share)'.. 'n adjournment thereof, or to express consent to or dis~ '3 proposal without a meeting, or for the purpose of d~ .:hareholders entitled to receive payment of a dividend ( j', cíbutionor. allotment of any rights, or entitled to exe i,:;hts in respect of any change, conversion, or exchange 0 _ for the purpose of any other lawful action, the board c ~ may fix, in advance, a date as record date for any su '¡,ation of shareholders. r The date, which shall not pro iate upon which~ the resolution fixing the recor.d d¿' ,¡r::ed by the board of directors, shall not be more than (2YS nor less than ten ) . 4-23-02;11:4,AM;lnternatlonal Sales ;3346879'04 # ,9/ r , (10) days before the date of the ;1al1 not be more than r ten (10) days after the date upon resolution fixing the I ,"'-" reoord date is adopted by the boa ,','ctors for determining stockholders entitled to consent ~. .:~e action in writing, nor more than sixty (60) days be ;'c ~' ) _;, r action. If a record date is not fixed (a) the record. :ermining shareholders entitled to notice of or to vote of shareholders shall be the olose of business on the da) _ ~ding the day on which notice is given, or, if notice is \ " the close of business on the day next preceding the day 0 c 2 meeting is held, (b) the record date for determining s .- entitled to express consent to corporate action in ¡,,'r i : t a meeting, when no prior action by the board of dir~ _, ~essary, shall be the first date on which a signed y," 'nt setting forth the action taken or proposed to ~s "delivered to the corporation by delivery to its 1- ~fiee in the State of Delaware (by hand or· by cer t if i ' Lst ered mail ' return receipt requested), its principal J J 5 i lîess ,or an officer or agent of the corporation havin _~ of the book in which proceedings of meetings of s toc:k -.". recorded, (c) the record date for determining stc-:i ? :itled to consent to corpDrate action in writing wit; ig, when prior action by the board of directors is re ,1 be at the close of business, ~on the day on which t[ di rectors adopts the resolution taking such prior acti ) the record date for determining shareholders for any pl . " r than that specified in subdivisions (a), (b) and (c) sì the close of business on the day on which the resoluti _ c board of directors () r ela t ing thereto 'is adopted. When a ,tioD. of shareholders '--" of J;'ecord -entitled to notice of te at a meeting of sharehGlders has been made as pr n this Section~ the determination shall apply to any adj of the meeting, unless. the board of directors fixes a new te under this Section' for the adjourned meeting. SECTION'IO. PROXIES. Ashar ntitled to vote at a meeting of shareholders or to ex :sent or dissent to corporate action in writing without 2. ..ay authorize another person or other persons to act for h xy. A proxy shall be signed by the shareholder or ùthorized agent or representative. A proxy is not valiL ~e expiration of three (3) years from its date unless othe vided in the proxy. SECTION 11. INSPECTORS OF ELEC 'e board of directors, in advance of a shareholders' rneetin point one (1) or more inspectors of election to act at tì _ c .g or any adjournment thereof. If inspectors ·of electio ot so appointed, the person presiding at a shareholders' may, and on request of a shareholder entitled to vote ther 1, appoint one (1) or more inspectors of election. In cas on appointed to act as an inspector of election fails to a r act, the vacancy may be filled by appointment made by the f directors in advance ) 4 ___ J ( - '334 687 9;04 # 20/ 36 4_23_02;11:41AM;lo'terna'tlonal Sales ' of the meeting or at the meeting by ':"Ie person presiding thereat. The inspectors of election shall do: 'rrnine the number of shares . outstanding and the voting power of ach, the shares represented at the meeting, the existence of å qc rum, the validity and effect of proxies, and shall receive votes, }allots or consents,.hear and de~ermine challenges and questions a isiog in connection with the right to vote, count and tabulate lote:::, ballots or consents, determine the result, and do such 2 tS ¿s are proper to conduct the election or vote the fairness to 11 shareholders. On request of .theperson presiding at the meet: J 0:- a shareholder entitled to vote thereat, the inspe.ctors of el ~tj 'Hi shall make and execute a written report to the person presi; og at the meeting of any of the .facts found by them and matters· d, :ermined by them. Théreport is pr ima facie evidence of the fact. s tlted and of the vote as certified by the inspectors of elect )n~ ~ SECTION, 12.. CONSENT OF· SBAREL r,DEí:S IN ' LIED OF MEETING.. Unless otherwise provided in the ~pc :ation' s certificate of incorporation, any action required c pC' mitted'by the Act.to be taken at an annual or special meeting jf ~hareholders may be taken without a meeting, without prior not :e :nd ~ithout a vote, if a consent or consents in writin~, setti g fcrth the action so taken, is signed by the holders of outstandi 1 s\:ock having not less than the minimum number of votes that WOL. J. b,= necessary to author ize or take the action ata meeting at ·ich all shares entitled to vote thereon were present and voted 1 ~~all be delivered to the corporation by delivery to its regÜ"r! office in the State of Delaware (by hand or by certified r -egistered mail", return receipt requested), its principal pl¿ > 0: business', or an officer or agent of the corporation having st: 1y of the book in which proceeding of meetings of stockholder arc recorded. Eve~y-written - consent shall bear tne date of sign' ur, of each stockholder or 'member who signs the consent and wcitten consent shall be effective to take the corporate actic ré~ erred to therein unless, within sixty days of the earliest dé d onsent delivered in the manner requireð by this Section L L e corporation, written consents signed by a sufficient nuro .. ,__ holders or members to take action are de~ivered to the co J[ :ion by delivery to its registered office in ~he St~te of Dela~ r its principal place of busin'ess, or an officer or agent of t c :por ation having custody of the book in which proceedings of ·et- 'ngs of stockholders are recOrded. Delivery made to a corporat n' ~ registered office shall be by hand or by certified or reg~-'~ d mail, return receipt requested. Prompt notice of the ta )( of the corporate' action wi thout a meeting by less than unani; :5 ~r i tten consent shall be given to shareholders who have not c ,~ted in writing. In the event that corporate action which is n~ nted to is such as would have required the filing of acerti .:a. ~ under the Act if such action had been vDted on by the cor r3 ion's shareholders at a meeting thereof, the certificate s '1 state, in lieu of any required statement concernir:g any vc '" _ the shareholders, that written consent has been giv~n in ace ' ce with the Act and that ! 5 4 - 2 3 - 0 2 j 1 1 : 4 1 AM; I n t ern a 't f 0 n a I Sa I e s ;334 567 9104 # 21/ I to ; I written notice been given th . ~e shareholders I has to who did not t' consent in writing. ( : -,- " Þ...RTICLE 1 r .i. DIRECTOR~. SECTION 1. NUMBER AND TERM O· DIRECTORS. The number of directors which shall constitute the \ ,ole board of directors shall not be less than one ( 1 ) nor more U. ,!1 six ( 6 ) . The first board of directors shall consist of four { <; directors. . Thereafter, the number of directors which shall cons 'tut~ the board of directors for each ensuing year shall be determ 1ed at the annual meeting by vote of the shareholders prior to such ~lection: provided; however, that if a motion is not made and car led to increase or decrease the number of directors, the board c directors shall consist of the same nilInber of directors as we, elected for the preceding year. The first board of directors 'hall hold office until the first annual meeting of shareholders, At the first annual meeting of shareholders and at each ann , meeting thereafter the shareholders shall elect òireçtors to hold office until the succeeding annual meeting, except'in 'se of the classification or directors as permitted by the Act. director shall hold office for the term for which he is electe' 2.:ìd until his successor is elected and qualified, or until 1- resignation or, removal. Directors need not be shareholders: ( ) SECTION 2. VACANCIES. A pes : ·:¡n occurring in the board resulting from a vacancy or an incre~ iTI the number of directors may be, filled by the affirmative ..::~ of a majority of the remaining directors (although less t.; , a -qüorum of the Doard of directors), or by a sole remaining ò; ~,,-'tor , for a term of office continuing only until the next el .: .on of directors ,by the shareholders. If because of death, rl: gnation or other cause, the corporation has no directors in Efice, any officer, any shareholder, an executor, administr, - , trustee or guardian of any shareholder, or other fiò'!. :- v entrusted with like responsibility for the person or esté·, of a shareholder, may call a special meeting of sh~. reholde:-, 1.11 accordance with the corporation's certificate of incorpc' :~n or these bylaws. SECTION 3. REMOVAL. l\.ny dirE' or the entire board of directors may be removed at: .3.ny 1: liB.:... " 1 th or without cause, by vote of the holders of a maj<)rìty of -:: shares entitled to vote at an election of directors. SECTION 4. RESIGNATIO!. An'" :tor may resign by written notice to the corporation. .'he res: :on is effective upon its receipt by the corporation or a subs~ time as set forth in the notic~ of resignation. 6 ) i - . '334 687 9104 # 22/ 36 . 4_23_02;'1:41AM;lnternat:IOnal Sale~ ' SECTION 5. POWERS~ The _, ;':ess and affairs of the corporation shall be manag,:d by _ ,yard of directors except as otherwise provided in the Act or ~, corporation's certificate of incorporation. SECTION 6. LOCATION, OF ME,:;' ' S. Regular or special meetings of the board of èiiector~: ~ 1 be held either within or without the State of Dela\.¡are. SECTION, 7. ORGANIU,'!' [ON M.E:' -'F' BOARD. The first meeting of each newly elected boa rà -'Jt di r shall be held at the place of holding the annual meetlng 0:' eholders',and immediately following the same, for the pur: ( of electing officers and tran~acting any'otherbusi~es~ prr: -·rought before it, provided that the organization rne'2ti ng ,;.. year· may be held at a different time and place th:.n that ::. .:.0 provided by a consent of· a majority of the directors of st. -; -.'Ñ board of directors. No notice of such meeting sr:",,'~l be ~3.ry to the newly elected directors in order legall:. -:) c') - ." the meeting, provi.ded a quorum shall be present ¡ \..\,;:!. ess ! 'eting is not held at the place of holding ànd irnmedi::~ely . Log the annual meeting of shareholders. SECTION 8. REGULAR ,~"~'l'ING .\RD. Regular meetings of the board of directors may - e hel; :chtime and at such place as shall from· time to timE" tl' detE." ')y the board of directors, and, if so determined, not .~ L' :ed not be given. SECTION 9. SPECIAL".:: 'TINC: Jill. Special meetings of the board of direct6rs ffi<¡Y be· by the chief executive officer, or by a majority _ot :he ~ then comprising the board - - of dir.ectors , at any time b' ,~a ~>. ',lce of the time and place thereto to each director { ~ ve!î. 55 than ~wenty-four {24} hours before the time such '¡Y":~? ': ,g. is tQbe held. SECTION 10. ,COMMIT'l'¿ ·)F ~, . The board of directors may designate one (1) or mO.:onw ""ach commit tee to consist of one ( 1) or more of the è:. . etor' .;; corporation. The board of directors may designate _" (J ~e direðtorS as alternate members of . any committee ý,';" ,:"eplace any absent or disqualified. member at a me 'I."" ·"')mmittee. In the absence or disqualification of £i r:'. committee, the members thereof present at a mee': 3 'sgualified from voting, whether or not they const', may unanimously appoint another member of the boar d ':0 act at the meeting in the place of any such aDS . Ot ~fied member. Any such commi ttee, to the extent" ; d:: ' resolution of the board of directors creating such 'lU' " exercisë all the powers i and authority of the board ., ( = in the management of the business and affairs of the' :owever, súch a committee shall not have the power ° amend the,corporationts certificate of incorporat: ,- "a corrunittee may, to the '334 6Bï 9104 # 23/ ~ 4 - 23- 0 z: ; , , : 4. ') AM; -I n t e in a t Ion a IS? ! e , I I - extent authorized in the ¡lu :oviding for the issuance ( of shares of stock adoptee t < of directors as provided " in Section 151 of the Act fix ~ignations and any of the. preferences or rights of such relating to dividends, redemption, dissolution, :y j' '.' tion of assets of the corporation or the convers~-n in t 2 exchange of 'such shares for, shares of any oth~r cJ ~s(~ ~r other series of the same or any other class(es) GL ·~oc 'corporation, or fix the number of shares of any s': '5 "r' authorize the increase or decrease of the shar~s a, ,t adopt an agreement of merger or consolidation, érr-Jr. . ¡,~ shareholders the sale, lease or exchange of all D~ ~"bs ~ ~ all of the corporation's property and assets, recuG d tc "2reholders a dissolution of the corporatïon or a r .. cal : dissolution, amend the bylaws of the C'orpora t i;¡ f J. ;\cies in the board of directors, or fix oompel:".n f' lir-eotors serving on the board or on a coromi ttee; ,L resolution of the board of direc·tors creating ¡J . or the corporation r s certificate of incorpo[~, ~ so provides, such a committee 'shall not have- 3uthority to declàre a dividend, to authorizes~; stock, or to adopt a certificate of ownership ~r 2[( such'committee, and each member thereof, shall St:'. a l ,asure of the board of directors. Unless these ;:,s ü :.. d of directors otherwise provide, each committee ~n~~ board of directors may make, al-ter and repeal rw",- fo:.. ',ct of its business. In the absence of such r ¡;.:. eac ~ tee shall conduct its business in the same rnann.: ~ the f directors conducts its () business' pursuant to thes ~ws' . -..... SECTION 11. QtJOROM. ¿QO ~ k. _ OF BOARD AND COMMITTEES. At all meetings of the _ J l ,rs, or of a comrníttee thereof, a majority of th bc' Doard of directors then in off ice, or of the merr,~. ,) f ,'e thereof, consti tu tes a quorum for transaction u~inç vote of the majority of members present at a i.' r3 ¿ a quorum is present oonstitutes the actione. directors or of the coromi t tee unless the voL L be I' is required by the Act. Amendment of these l.. b":1 of directors requires the vote of not less than ìJC = members of the board of directors then in off: If hall not be present at any, meeting· of the bO~L _ the directors present thereat may adjourn the n.. ~ n, t ~ 0 time, wi thout notice other than announcement r,.' mÇ iltil a quorum shall be present. SECTION 12. ACTION ~TT;r. Act ion requi red or 'Dermitted to be taken pur:· t~ ~. ion voted at a meeting ôf the board of director ~ thereof, may be taken without a meeting if all ~~ ,rd of directors or of the committee oonsent U: 0 1; The written consents shall be filed with the ~ "of :~dings of the board of 8 í _ 4_23_02õ,,:4,AM:lnLernaLlonal Sales. ;334 687 e,04 # 24/ 36 directors or committee. The conse" 1as the same effect as a vote of the board of directors or corroni e fe,. all,purposes. SECTION 13 .COMPENSA',L'ION 01 ìIRE.....TQRS. The·. board of directors, by affirmative vote of a ! 2jority of directors in office and irrespective of any personal. o. (ter,~st of any. of them, may estaþlish reasonable compensation of Jiu·ctors for services to the corporation as directors or office' an~ may pay directors their expenses r if any, for attendiJig : Y ni·eting of the board of directors or any committee desj'Jn i by the board of directors; provided, however, that approval (: :he :~hareholders is required if the corporat~on's certificate 0' : :cor'~ration, th~se bylaws or any provis,ions of· the Act so provi ,. . SECTION 14. PARTICIPATION IN 2TI':G BY TELEPHONE. Unless otherwise restricted 0 by. the ,;: ::>or. :ion' s certificate of incorporation or these bylaws, mem .; 0 the board of directors, or any committee designated hy : l' a.rd of directors, may participate in a meeting· by ::\.::a ; of onference telephone or similar communications equipment mea-:: of which all persons participating in the me.:::ting ca:1 0 e" h. other. Participation in a meeting þur<suant to this SecL;ha:'l constitute presence in person at the meeting. ARTIC'L' N(:' ,( SECTION 1. NOTIe:. Whenco<'e l' '-:ice or communication is required to. be given by mail to a~ rc' or ~r shareholder under any provision of the A_ct, _ the ~cration' s c~rtificateo1:- incorporation or these bylaws, it s:' b, given~ in writing, except as otherwise provided in the Act, uc. director or shareholder at the address designated by hi.1l chE.. -: purpose or, if none is designated, at his last kn.own ac: n°, notice or communication is given when deposited, with E oS th<eon prepaid, in a post office or official depos i tory ';r~e ,( 'lusive care and custody of the United States postal : ':; ,. The mailing shall be registered, certified or othe r 0<' ass mail except where otherwise provided in the Act. ¡.{: ;:', )tice may also be given in person or by telecopy, tele':ra: ·1·', radiogram, cablegram, or mailgram, and suchnctice ~'>'o_ je 'è'd to be given when the recipient receives the notice 3.1 or when the notice, addressed as provided above, ha iel?red to the company, or to the eguipment transm,; tting _, Neither thè business . to be transacted at, Ji_ r thl: .: .. a regular or special meeting of the beard of direct()·, b òpecified in the notice of the me~ting. SECTION 2. WAIVER OF l'~. !., under the Act or the corporation's certificate of _. ,~or these bylaws, or by the terms of an agreement or ins ,~rporatibn or the board ; 4-Z.$-02.¡" :41AM; InternatIonal ~..;Jes ; 334 687 S., 04 # 25/ 31 of directors or anycowi,ittee t ì:.;¡~ take action after notice ( to any person or after lapse Oi ¿ 2~:cr",bed period of time, the / .' action may be taken without notj=~ 1 ~it~out lapse of the period ..I ;.... of time, if at any time before c ,. . ~ th action is oompleted the person entitled to not ice or I. : c i '.: i 1 J. t e in the action to be ò, taken or, in case of 3 sh?:t..··c i . his attorney-in-fact, submi ts a signed waiver :.>f sue!l ,::e:.' 5. Neither the business to be transacted at, n<Jr tne , CJ _ , a regular or special meeting of the board of dire~to ,2 b> specified in the waiver of notice of the meetins. Atté . ,.... a person at a meeting of '" - shareholders, in person ~r b¡ plC~ ~r of a director. at a m~eting cOllstitutes a waiver of ::c;tice ')f' ~ ç: i " : e t i ng, except when the person or director attE':ì::::s a ~ , ;: 0: the express purpose of - . obje¡;:tirig, at the beginL:ng '.:" ~. .~ ~.:.: to the transaction of , any business because '. [~12 .¿, ,¡- lawfully called or ,- convened. J.'''' OF 1 -: SECTIO~ 1. SELECS..., . .J')\ ~irectors, at its £irst .. meeting and at each In ."; -2 t. ~. . . ] ~S '.:.he annual meeting of shareholders, shall elec:~ or -:'p p,'esident, a secretary and a treasurer. The board )f d ~ ~ ( - also elect or appoint a chairman of the board, ;'12 '- ~- r vice presidents and such other officers! employee' ;:¡;::~: ..1.9' .( S ;t shall deem necessary who ( .,) shall hold their office:; fe;: s \-; rr :- r:d s,hall exercise such powers aI)d per form such.; ':: t f:S ,. ietermlned form time to L .. time by the board of d' '. -.. -." ~ ~. ' ". . '.,r mor e _off ices may be held by the same per: 1-. shall not execute, acknowledge or verify an : n:-~. < . 'lE ~ than one (1 ) capacity. SECTION 2. COMP E.: , ,.,!'! i . . ..l a r j es of all officers, employees arid agents· of t ~ ,ì :hdll be fixed by the board - of directors; provided, :-'i':)\'" " '/ e ~ ,t.' ;::Jardof directors may delegate to the officec :- r" - r ' ~nsatio!ì of assistant officers, employees and '~ . SECTION 3. TERM, r .~ Each officer of the ."--' ....:nJ. corporation shall hold 0 . . r( fv! which he is elected - - or appointed and until ' - ~,' >lected or appointed and .. until his successor is el >'. ;1. and qualified, or until his resignation or remo\ !:!, 1. ~ '; ·~',-:ted or appointed by the boar d of directors -= board of directors with or without cause - :ficer may resign by written notice to the c :-:.i ignation is effective , upon its receipt by ti ,Y·' t a su~sequent time specified in the notice ~ '" .¡;'./ vacancy occurring in any office of the corp , : f Died by the board of directors. ~ l ~ 4-23-02;":4,AM; InTernaTional Sales ;334 667 9'04 # 26/ 36 SECTIÒN 4. CHIEF EXECUTIVE OF2ICER. At the first meeting of each newly-:-elected boar'd of directors, the board of dir,ectors shall designàfe the cþairman of the bç;ard';rpresident as the chief executive officer ofpthe corporation~ prn\'ided, however, that if a motion is not mad~' and carried tQ change the· designatf6n" the designation shãll be¡the same as the de~i9nationfor the preceding year: provided, further, t,þat the designatiqn of the.· chief executive officer may be chàng'ed at any special meeting of the b6atd of directors. The presidentsh~lJ be the chief executive officer whenever the officè of chairman ..,:: the beard is vacël:nt. The chief executive officer shall beres' _ nsible to the board of directors for thel general supervision': ::dmanagement of· the business and affairs of .the corporationi:nd shall See that all orders and resolutions of the board ar8 ç;_'~ried into effect. The chairman of the board or president who H', ['jq't the chief execûtive officer shall be subject to the authorit~ of the chief executive officer, but shall exercise all of' the )0"£:,.:'3 and discharge al-l of the- duties of the chief executive of!' i~'_ " dur ing the' absence or disability of the chief executive offic2~, SECTION 5. CHAIRMAN OF THE BOALD (: fRECTOP.::., If the board of directors elects or appoints a chai r:¡,; 0f the hoard, he shall be· elected or appointed, by, and from a:.';,:;;)' the memb'2I:'ship of, the board of directors. He shallpresi.è,~ all me'~~tings of the shareholders, of the board of dire:u)' ':'1nd of' ;my executive committee~ He shall perform such at;·; , ":ies a'¡Ji functions as shall be assigned to him from tim" : l:ne by the board of directors. He shall be, ex officio f ~::::Der c: all standing committees. E:xcept where by law the ~:i~~- :.~ of t-:e president of the corporation is_ required, t~e chair;~:~::Lhe bOë:ê:) of directors shall possess" the same power an ::î0ri ty tQ sign all certificates, contracts, instruments, ?",) ë-.rid doC' ':ìents of every conceivable kind and character whatsJ" :n the :;,'me Öf and on behalf of the corporation which may be rized ';'J the board of directors. Dur ing the absence or dis L. ,f t, . .?resident, or while that office is vacant, the chair .1:" . ;:e bOi,d of directors shall exercise all of the powers and le a1' 0f fhe duties of the president. SECTION 6 . PRESIDENT. The pr '_ -, ;. ~-:, ha 11 eelected or appointed by, and from among the 11:2 .p of, ':he board of directors. During the absence or disa·:. :~ t h;;: ,airman of the board, or while that office is vacant" . ~d:-;::hall preside over all meetings of the board of· di 'i )f ¡- shareholders and of any executive committee, and ShcH\ 2. of the duties 'and functions, and when so acting 3.V;:: .·1 powers and authority, of the chairman of the boarr,all , ex officio,· a member of ë:Ùl standing committees. '>r!">;,r~t shall, in general, perform all duties incident t~· :.Cf? ,_ ;J~esident and such other duties as maybe prescribed -~~~~ directors. ¡ 11 4-23-02;":4,AM;lnternatlonal SBles .,·34687 9'04 '# 27/ ( SECTION 7. VICE PRESIDENTS. The .,::-d o! directors. may elect or appoint one (l) or more vice prt~; :5. The board of "" directors may designate one (l) or mor '..:;( presidents as _.- I executive or senior vice presidents", Unless ,Ie .)erd of directors shall otherwise provide by resolution duly Jopte by it, such of the vioe presidents as shall have been d ignat j executive or .senior vice presidents and are members cf 1e bo~ d of direòtors in the order specified by the board of Ji :ctcrs (or if no vice president who is a member of the board of d :tors shall have been designated as executive or senior vice rr . ~ then such vice presidents as are members of the .board of ~s iri the order specified by the board of directors) shall -f1' the duties and exercise the~ powers of the president dins ,e abSence or disability of the president. The vic0 p'ideiì' shall perform such other duties as may be delegated t, hem 1 the board of directors, any executive committee, or·tiL :esid It. SECTION 8. SECRETARY. The see ,', .s ,11 attend all meetings of the shareholders, and of the1~ lrectors and of any executive committee, and shall pres~f\ ., ~ books of the corporation true minutes of the proceeding~ c] such meetings. He shall safely keep in his custody the ,- ~.'" : t '. :orporation and shall have authority to affix the same tj.",-: .n::'~l o.ents where its use is required or permitted. He shal; 2' 1 otice required by the Act, these bylaws or resolution. ~~i 1 perform such other duties as may be delegated to him ;"", J of directors, any executive comrnitt~e, or the presiden' . ( ') SECTIO~ 9. TRF...~tJRER. The trea"-' "to" " ave 'custody of "...... all corporate funds and securities :\c .~ :eep in books - be1ònging to the corporation full anè.:.... .. _ :counts -of all - receipts and disbursements; he shall d ~ ,.:' .1 ~ys , securities and other valuable effects in the name:;, ;.. : 'ration in such depositories as may b~ designated for tll': JY the board of directors. He shall disburse the funf~ ~ ,oration as may be ordered by. the bo.'rd of directors, t.: r vouchers for such disbursement, an} shall render to '-.' .~ : and the board of directors whenever requested an accc s transactions as treasurer and of the financial cc ~ corporation. If required by the bo~rd of directors 'n force a bond in form, amount and ~ith a surety 6r .~ factory to the board of directors, -:onditioned for;.:¡ nmance of the duties of his office. and for restor- < corporation in case of his death, re. ignation, retire.;~,< ;1 {rom office, of all books, papers I Jouchers I money 2.: : wha tever ki.nd in his possession or under his ~ging to the corporation. He sh~ll perform sue ~s as may be delegated to him b' the board of any executive committee, or the prE: ;ident. SECTION lO. AS~:- STANT S ECRE TAR I' ,NT TREASDRERS. The assistaTlt secret '-y or assistant in the absence 12 - ( 4-23-02;,,:41AM;ln'terl1stlor'·¡ Sales ·'·34 1587 9'04 # 28/ 36 or disabili ty of tl>': sècretary, sha.. '. he duties and exercis~ the powers (f the secretary. t treasurer or·. assistant treasurer~. I in the abser.. ility of the treasurer,· shall perf·;rm the duties an'.: ~ powers of the treasurer. Any assi~tant treasurer, : y the board of - directors, sha.ll keeF in force· a bond : .n Section 9 of this -Article v. The assista.nt and assistant treasurers, in gener}l, shall perfor s as shall be assigned to them ''f the secretar he treasurer, respectively, or b' the board of 3.ny executive J conunittee, or the prr :ident. SECTION 11. DEI 'r:ATION OF AUTiIoi :::S gy BOARD OF . DIRECTORS. All off i c ~ :~ S , employees 'ar. ( 1, in· addition to. the authority con:rred, or duties them by thèse bylawsr have such '. ': thor ity and pE. ¡uties· l·n the management of the co' -oration as may . . by res.olution of the board of dire(ors not incorisis -;e byla....Js. . ARTICLE VI INDEMNIFlCAT .~ SECTION 1. INT . {NIFICATION OF .. \.ND OF-FICERS.: CLAIMS BY THIRD PART '0 The cor-po r,- 0 the fullest" . ; -.I . extent authorized or ~rmitted by the J i.. ?plicable law, as the same presentl: exist or may he· ~nded, but, in the .case of any such !'1endment, only I-c such àmendment permits the corporati '1 to provide brc i.cation rights than before such ame -~lent, indemnif:. 'r· öffi.cer -( an "Indemnitee") 'who was ···r is a party OJ .i to be· made a pa r t y to any threate .., , pending, or ion, suit, or proceeding, whethe! civil, criw' trativí , or investigative (other 'han an action right ,:.;f· the corporation) by rease . of the fact" th tee is or was a director, o~ficer, ~ployee or agen ,ration, or is or· was serving at th request of the s a director, officer, partner, 'S t ee , employ of a!1other corporation, partners ':1, joint ventur, ìer ente rpr ise against expenses (inc.: . ingattorneys I : s, pe n ~ 1 tie s , fines, anq amounts d in settlemr· . ;d rea:':mably incur.red by the Inde; tee inconnecL .. 3ction, suit, or proceeding, if t~ Indemnitee act ith and in a manner the IndemniteE . 2ðsonably bell, '1: not opposed to the best interestc /: the corporat. espect to any criminal action or pr "eding, had nc .se tò believe the Indemnitee's cor. .... was unlawf . nation of an I.. action, suit or pr'. 'ding by jL: settJement, conviction, or upon , 'ea of nolo c 0 equi" ,llent, shall not, of itself, 'ate a presum: ndemni' -::e did ·not act in good fz; ¡ and in a Jr.:, e Indemnitee i 13 - 4-.23-0.2õ11:41AM:lnternatloc¡,,1 Sales .,4687 g104 # .29/ . reasonably believed to be in or not opposed tr best interests ( of the corporation, and, with respect to a ~" inal 'action or .' . proceeding, had reasonable cause to believe. . 'e Indemnitee's _._ _ conduct was unlawful ~ SECTION 2. INDEMNIFICATION OF DIRECTO AND OFFICERS: CLAIMS BROUGHT BY OR IN THE RIGHT OF THEPORATION. The corporation shall, to the fullest extent al.lthc . ~d or permitted by the Act or other applicable law, as the ;.:" 2sently exists or may hereafter G~ amended, but, in th- of any such amendment, only t' the extent such alT., permits the corporation to provi~e broader indemnificatì ts than before such amendment, . indemnify an Indemni tee who ~. '" is a partý to or is threatened to be made a party to any thrc 2d, pending, or completed action or ~~ui t by or in the r ight !~)t: corpor a tion to procure a judgment i~ its favor by reason at þ ~act that he or she is or was a director, officer, emplo:" agent of the corporation, or is c:' was serving at the req· ..rpotation as a director, officer, p'rtners, trustee, employe ~ent of another corporation, partne!. 'hip, joint venture, tru~ ·;'er enterprise against expenses including attorneys J actually and reasonably incurred by the Indemni tee in ( ':: ion wi th the defense or settleme~: of such action or SL~ the Indemnitee acted in good fai th and in a manner the tee reasonably believed to be in cr not opposed to the b -:erests of the corporation, and ex, pt that no indemnifica Ll be made in respect of any clai' issue or matter as tc ':,e Inàemnitee shall have been adjL 'ed to be liable to the ' ~on unless and () only to the extent t¡ .t the Court of Chancery court in· which "-' the action or suit bought shall determine u~ lication that, despite the .. adjudLation of liability r view of a-ll -circumstances of the- ;ase, the Inàemnitee is and re&sonably entitled to indemniLcation for the expens(;·\ the Court of Chancery or such oU- r court shall deem prof SECTION 3. A IONS BROUGHT BY IND2MNITEE. Notwithstanding the 'ovisions of Sections 1 .. this Article VI, the corporatic shall not be requi: indemnify an Indemnitee in connecon with an action, sui .:ding or claim (or part thereof) b rught or made by such t: ce (ex::ept as otherwise provided h ~ein with respect to tr c¿ment of this Article IV), unless' ::h action, suit, proceE'~laim (or part thereof) was authc Lzed by the board ( l :.ors of the ,?orpo~ation. SECTION 4. Ii. LOVAL OF INDEMNIFlCATIC,,;emn ~ f ication under Sections 1 o· 2 of this Article VI ( .)rder( d by a court, shall be mady the corporation onl~ .,;rize( in the specific case upon determination th",t l:..:;Çi.O:ì of the Indemnitee is proper n the circumstanc'_s b' .. IrL.'2rnni tee has met the app1icai ~ standard of conèuct in sections 14 ( 4-23-02; " : 4 ;AM; I nternð"[ ,I sa I es ; 6Sï 9·'04 # 30/ :ò6 1 or 2 o.f thi$ Arti, = VI, as the case may b le:te rminatien shall be made in a~ ::>ne of the following y.¡. (a) By t beard ef directo~s of "ratíon by a majo.rity vote ( a qUQrum consistíngof who. ý.'er;e net parties to the ctio~~ suit, or procee . . (b) If t: :. querum described in ~ J!ì (a) is not Obtainable,·'· or ven if obtainable a c': ;; sinterested directors so. rects" by indepe:¡òer> ounsel in a written opinle (c) By t shareholders. SECTION 5. A] ANCEMENT OF ,EXPENSES. .' incu rred by an Indemnitee in de ~nding . a civil c'r crim ' '~n, suit, cr prcceeding describer i.n Sections 1 er ,2 of ':' e"( I . shall be paid by the cerp' ition in advance' 0 ~ the lJ~'Sl.::l.en of the actio.n, suit, c )receeding upon re~cipt "j,er taking by o.r en behalf o.f tb :ndemnitee to. repay au it it shall ultiInéftely be deter; ,ed that the IndemI': t tee .i tIed to. be indemnified by the orporation. The unC1e ;; l1a 11 be by unlimited generaleb' gatien ef thepers'~,¡¡ on \ ,alf advances are màde but need fir be secured. SECTION 6. p, 'TAL INDEMNIFICA'J'I ',)11. : ,:;'11(', : tee is entitled to. indemnl 1 atien under See ~ i ';' s 1 .,~;; j¡,rticle VI for a pertien of )enses including .~' terr j ùâqments, p~nalties, fines, ,., ~meunts paid in ~ ': t.IE' ,() t: :'or the tetal ameunt the, r the cerpora -,: .~~n - !, ' .mni èy the Indemnitee for the r } tion... cf the expen ',,3; j c:;. peT'::llties, - fines, -or amounts p 0 in settlemen.t tu:: whir ,",';ecr!f.itee is entitléd to. be inden l.fied. SECTION 7. ~ ;<{NIFICATION OF Y .,:.aYE ' '... Any ... ' persen who. is nOt Jered by the fOí ~ ) in( . ,.. of this Article VI and \.0, : ~s or was an toy ",f the co.rporation, or is ' ,lS serving at tt;" ~,~ . ')rp,)ratien as a directer, 0.;-" partner, tru" ! e , ð'ent ef ~ - . , , anether cerporatio! artnership, joi.; vent ,. r· ether enterprise may be ì. . ',.mified to. the fU...l.èst¡ -.[)oL~zed er permitted by the Ae I ')r ether applicabl,~ law, :,:Hnc- exists er may hereafter amended, but, the such amendment, enly - - the extent SU·,' ame .i:_ :3 the corporatien to pro: breader indemn i; Jti, f n before such amendment, but: any event o.nly .l he "J: ~~~ed at any time or from t:, o time by the be' 01 )L RIGHTS OF :DEMl The ; SECTION 8. e , indemnification er .- incement of exper~ .ò; pro "ctions 1 threugh 7 ef this ~ :icle VI is net ç, ,. lusiv hts to. . : which a persen seeh: i ndemnificatior', - ad v -;enses i 15 - 4-23-02;í1:41AM;lntern~tlonal Sales :334 eSï ~·:-;4 ,,31/ I I . may be entitled under the corporation I:, ::ertiEic-·lte of ( incorporation, these bylaws, or any agreement. "'ever, the total ~-. amount of expenses advanced or indemnified ~m all sources I __. combined shall not exceed· the amount of actus ·pens~s incurred by the person seeking indemnification or adva:~ !nt of expenses. The· indémnification. or advancement of expen ~novided for in Sections 1 through 7 of this Article VI sha_ )ntinue as to a person who ceases to be a director, officer, em, lee or agent and shall inure to the benefit of the h~ir executc-s and administrators of such person. SECTION 9. DEFINITIONS. ."Other enter"'~ 1/ shé.ll :'nclude any employee benefit plan; "fines" shall incj ny e:cis:: taxes assessed on a person with respect to an emplo~ :nefit pla~: and "serving at the request of the corporatior. ,11 l;:clude any service as a director, officer, employee, age~t?f the corporation which imposes duties on, or in'.'o:' v' ;erv i'e s;y, the director, officer I its participants or bene£ìd 2S; a ¡d ~. person who actgd in good faith and in a manner her she re;~onably believed to be in the interes t· of tr -. rtic i. :;~1r: '.: 53 and beneficiaries of 30 employee benefit plan sr, e co,~iè·red to have acted in a manner !lnot opposed to the t nter,:>t~ ',f the corporation or its shareholders" as referre'¡ Sec:~J('" 1 and 2 of this Article VI. SECTION 10. LIABILITY INSURANCE. The C Jí ltior ~".1, _1 have the power to pu['.:hase and maintain insuré>:-;:,;, beh..~: ~E any Derson who is or \:3.5 a director, officer, en'1;" or a ')f the \.,.) _ëorpora.tion or isc:.~ ....'25 serving at the req1.~:'· _ the ,;~.. 'ation ... as a dlrector, ottlCC::, partner, tr·us·tee, ~e ( . 'it of another corporation, r:,artnership, joint ve:-. .. :rus· other .ente rpr i se ãgains t any liabil i ty asser ted a:.,¡. such~ f.'on and incurred by such person in any such capaCi t:· I aris ~ng out of such pe r son's s t a tl1S 85 such, whether or not:: ¡rpor -', would have th e power L' j r: lemnify such per son z: sue:- ,ili ty under the 'Dert i r. :, t provisions of the A"· ..., co ion 's certificate· of ir:'_~::pc:,ation; these bylaws ~gre' SECTION 11. : .iF.. .-:CEMENT. If a claim :h i s ,~: Ie VI is not paid in £~: ~.l jy the corporat ion wi tf, :y c . :' ter a written claim has :Jc~en received by the cor il, t: : ., ·imant may at any time tL,'re.',fter bring suit agelÌ:' cor'c>n to recover the unpai-' :>..... ':;t of the claim, and, :es~,1 ',,¡hole or in part, the . iL-'nt shall be entitle pa; ) the expense of prosE-~' _i. such claim. It sha. deL :> any such action (OthL ~h , an action brought .ce. a ~ for expenses incurreC~fending any proceeð' adv··- Fits final dispositior .:e the required ur. 9, :y is required, has beer, . ~rdered to the corporat Jt t imant has not met the' y .=:rds of conduct whic it sible under the Act for rpora tion to indernni . " , ,. r the amount claimed, b burden of proving s·ns~ ~e on 16 - ) C 4-23-02;,,:41AM;ln'ternE:':1 ".1 Sales ·.34 -', # 32/ 36 the corporation. ; her the failure of the ',':io; (,n. hiding ·itsboard of dir· '.rs, a committee ther :·::D¡",:U legal counsel,. or its sì'> holders) tö have madÈ 'mil' prior to the commencem('~, _ of such action that : icar. 'f the claimant is prope: in the circumstances bel :en ( . -;t has met the applicab1-:tÇ.ndard öf conduct set· '.: th: Jor an actual det~rminat' on by the corporation (,:9 j: -:: ,rd Of directors, a COItU: i· t-2.e thereof, independel1 ,:;o~ 1.)r its shareholders) tr. ':he claimant has not ',:ch :'1' 'cable standard of cond~ _, shall be a defense to .::r: ~ate a presumption that claimant has not met:a "\ndard of conduct. SECTION 12. 'NTRACT WITH THE ·CORPO '" I' ltto indemnifi cation c .f.:: rred iñ this Article V ~c to be a contract right " "ween the corporati.on .") _ ')r or officer '<lho serv ·.1 any such capacity - 1'1" ì this Article VI is in L ~ct, and any repeal c , this Article VI shall n ~ ,ffect any rights or 01: ( ,-;ting with respect to ar; ..icate of factsthenor.'e :1g or any action, suit proceedirtg theretofore , :c. ought or thrc:3tened bas. . in whole or in part \ ~. :-:e of facts. SECTION 13. 'LICATION TO A RE~IVING CORPORA'l'ION OR'ITUENT CORPORATION. _ for IIcorporat,:on" fOL· ,n Section 145(h) of ~ same exists O~ may here ~r be amended, is, and ~ :a1ly excluded f rom app~ .:l t.ion to this Article v ) tion and oer:er oblïga )ns set forth il). th:' the corpor a t. i on. shall e binding upon any· r L ving - , corpora t ion after, ,'/, :nerger or consolidatlc .nt: ~ion. Notwith:::L""nding ar '. ing to·, the contrary ed 1 r in Section:';5(h) o. ; Act, no person sha enti c: ,the indemni:'cation a :her rights set forth s AI' - for acting as a direc or officer of ahothf' jrat '- to such ot?! corpora " entering into a mergf nsoJ.: 'tlith the cor",oration. SEC'l'ION l4.'l-:RA.BILITY. Eachande :ti,~. :raph \ sentencc- r term and '¡ision 'of this Article 11 b' 'ered severable intha .n the event a cou: :is a ,ion, paragra:")r: r sente term or provisio[ be or . unenfo! ct:·a tIe, th. :Üidi ty and enforce" r op _ or effect E tlle rema i ~ sections, paragraph: nces and provis i ns shall be affected, and thi cle 1 be constru d in all or respects as if the.i: or u able matter d been om pd. . . ! ! i 17 4-2$-02;11:41AM;lnternatlonal Sales ;334 !"~'7 9'04 #- 33/ . ARTICLE VII ( r-' STOCK AND TRANSFERS \ SECTION 1. SHARE CERTIFICATES: REQ ;RF'. SIGNATORES. The shares of the corporation shall be repre n:_ 1 by certificates signed by the chairman of the board of dire - õ, vice chairman of the board of direct?rs, 'president or a vie pr,sident and by the treasurer, assistant treasurer, secre~~ry r a sistant secretary of the corporation,. and may be sealed wit:1 a seal of the corporation or a facsimile thereof. The siSl~tules of the officèrs may be facsimiles if the certificate is COUT 2rs' ~ned by a transfer agent or registered by a registrar othe, tr 1 the corporation -itself or its employee. In case an officer is signed cr whose facsimile signature has been placed upon r ificate ceases to be such officer before the_cert~ficate is i ·u, it may be issued by the corporation with the same effect as i h~ were such officer at the date of issue. SECTION 2. SHARE CERTIFICATES: RE( IR' PROVISIONS. A certificate representing shares of the corpr at :1 shall st.'te upon its .face: (a) That the corporation is formed I, the laws "t" this state. (b) The name of the person to whom i~ ·uec. (. ) (c) '!'he nurn~er a~d claßs o,f shares, ~c 'ìe aesign:,: ion of ". the serles, .lf anYf WhlCh the ce L 3te repre~ ~nts. (d) The par value of each share .:-esented >'1 the certificate, or a statement that .~ hares are ~ithout par value. A certific~te representing shares issued by c ~poration which is authorized to issue shares of more than one ~ass, or mr~e than one (1) se~'les of ar,,/ :1ass, shall set fo' ¡ its faCt:: )[ back a full statement or a summary of the S, desigr..1tions, preferences and relative, participating, opt . or other "~ecial rights of each clas: or series thereof a quali£ic <.':ons, limitation:: or restrictions of such preft ::i, .; and/or '~'i9hts; prov ided f ::owever, that in lieu or the fore ·:>i L, there may be set forth on t~e face or back of the certificat ?tatement t'ìat the corporatir" will fur~~sh without charge tOlareholde" !";ho so requests :~;'e power~! designations, pret '" and ·ative, part ic ip2 ~ i. ng, optio. al I or other special . of eac,¡ L as s or series the,eof and th·> qualifications, limi :3 or restr <:tions of such ~=e~erences ;.~!or rights. SECT I· .?J 3. REL'Ll',CEMENT OF LOST, STC DESTROYED ~HAR.E CERTIFIC.N"u:S.· The <:orporation may issue.¡ certi:: i c! t e for , 18 _ \ I ( 4-23-02;'1:..1AM;lnterna'tlo, ,I 5ales ;334 6",7 '" :14 # 34/36 " shares OJ:' fractional .;hares in place of a ( ~cate t~}f~ 'ztofore issued by it, allege to have been lost, s ")cdestro:'ed, and the boaed of directc- s may require the OWl the lest, stolen or destroyed certifi: Jte, or his legal repr ~ive, to's ~ve the corporation a bond Sl i£icient toindemnify . :poration"g.:Ünst any Claim that'may L·~ made against it on :t of the alleged lost, stolen or dest '')yed certificate or ti lance of[' ich new certificiite. SECTION 4. RF .::TERED SBAREBOLDERS,. ':npOratif:1 shall have th¿· right to tr .- the registered hol·,,,y S~'1::l a~~ the absolutE owner therl ,'and shall not be _,. rec.:>gr èi:> any equitab~.e or other c; :.n to, or in"tetest in, ;hare en l l' part of, any ""ther person ',:he ther or not the ..~ t i 011 'ha have ex~ress :r other not:e thereof, Sàve as ma~2rwis r :ided by the ;;':atutes of t; State bf Delaware. SE:,:·J.'ION 5. TR' '~FER AGENT AND REGT 'l'heb'"'3HJ of directol s may appoi a transfer agent 2!ist,'-,'" in the registr: tion of traL rs of its securitie~ SEC'PION 6. RE\TIONS. The board c','~::.rs ::'¡¿. ìave power a: authority make all such rules :'<,aU n:- the board s: ¡ll deem e;· : Uent regulating tb .., tr......nst _ and registr¿:., ,ion of cerL icates for shares in :j:¡?OratiG:i < ARTICLE VIII CENERAL PROVISIONS SE~ ION 1. D I - ZhroS OR OTHER DIS JIG. OR PROPER'l''. Subject t .1Y restrictions con t the /.:' or in ·the cO[Toration's c cificate of incorpc the L0'rd of directo:s may decla: and pay dividends'\.; sha;-C':~ A the corp<:>ra: -:on' s stock her out of the corr 5 SU '~~ :~, or, , in the event that ~ere is no such ou: ~ the corpora :, : on t s net pro . s for the fiscal yea :h tr.·~ ,:.', ; lend is decled and/or ~ Jreceding fiscal ye :he _. ,_of the CDr ration, co:' ~,.¡ in accordance w: t, ." ¡ave been c: ?uted in rdance with the Ll -, been diminisL j by depre tion in the value coe:: 'ion's proper t:', by lossès 'r otherwise, to an les ,: .. the aggrega ,-.~ amount 01. 1e capital represen he Zin:d outsta n,~:~ I1g stock c 11 classes having encc· t ,the distrit':ion of the ~'1oration's assets, d of c";"ors shall I declar e a y ·ou t of such ne t any -. n,ds upon a~' 'hares of a: _:,sses of the corpor toc\ ':he ¡ deficie I in the aL ,t of capi tal represl he. and ' outstarc" :19 stock c :.1 classes having :r.C" the distrit" .:10n of the )oration I s assets sh bee: ired. Di vider. '3 may be pa i 11 cash, in propert' sha,J[ ': he ¡ 19 4-2.3-0Z;' ~'AM;(n'(ernð1;(· .'.?-Ies ·'>34 £. 7 tI 35/ I I I corpc>: ition 's stock IE the cHvìðend is ìd in ares of (' the c 'cporation 's'retofore unissued thearf. òf , direct::-s shall, b:y ;;:.olution, direct, thai ~e de:.i , ;t·:ð as , capit¿_ in respect such shares an amoun' 3 nc s than the as Fegate par 'Je of par value sha! de 1. 1 3.5 a divið[-;¡d and, in case of shares w: lr oil b~ing declar:d asa diviè ., such amount as she:-. tern,' i)' by the board :>f directors No such designaticpi ta.~ L1all be neces~ry if shares ~ being distributed b )rati0n ursuant to a. ~;"lit-up or ,d' :.011 of its stock ra n as pnen:: of a divi ";r1ddeclarec' .:ole in stock of tr: atio ~' 'CTION 2. F; :':'lES. The board 0)r5 have power:¡d authoritj set apart, out ofa\ le for dividr· ds, such res ! or reserves, for ar ?ur: 'é; ð;: the board ~ ') its discre .\ shall approve, and ~. sh2.1 .ave the power 'nd authority abol~sh any reserVE byh board. ~ .~l'ION 3. '. . SEC01UTIES. Unle: 'ise 1 ~t(j by thebc' .d, the chai ,. of the board or pI or .. ._ case of the " absenoe or \'.' li ty to act, the v len;- c ':der of the seniority ,,11 haVf; full power [} )e.ialf of th e ..:arpora tion : t t end a nd to act an 0: .:C- ;u te in thE: .ìarne or on) 1£ of the corporatient ;r: i dng in lie of a meeti of sh2reholders or aut]' :'inc an agent attorney-i-..:.:t: r r the corpora ,tter j ld· ate at an~.~et ing of. '": \' holder s of co sir eh the corpor. ~on may hO:'..1cit:es, and at ' ':'ngs")[ his ( duly ( . horized a9.' att' rney-in-fa~t .~SC;(' m~y '-.,oJ e:xerCJ' any and a; ·,1tS ;',d powers lD [, 'r n~p of sue, :ecurities ~.'i;ich( ,.; the owner :1'2 "ion might ,c¡ve possess ::.0 ex::rcised if r '[':-; - :3 i by resolu on from tirr ::i,,:~ may confer li UP0, , o::her person r persons. ~. ','ION 4. C .. , checks, drJrcJ,:->[ t:he paymer,:f money sh sic; :d in the nar cor in such rr1er and by ':£i[[ or office . ~ son or pe: ns as the or irectors s1 i -'-me de5ig[~ . for that.. c'I'ION 5. C ''''''':ONVEYANCES, , ; .::'[ cu, ~on of any :1tract, cor ',~ other instru: ,eenor: ~ed withol: ;?ecificati ',., 2xecuting of ',e' 'n", of the be '. I presiden ¡'V v ;:= presiden - of or as~; ant secre ,'. " [·cute the ;: c, on behalf : this co ,ce..d may aft :al there\: The board ¡ ': C':C S shall havl ::I ::. he officE: and age n t ::: ;: c 1..1 h a ve aut ~" ëJ n y instrL' ; t in beha} :>rporation. 20 ( ., 4_2S_02;'::41AM;lnternat ·1 SH."·' # 36/ 36 ~ .CTION 6", ( POF., ;:; BOOKS AND RE, '- :) " r 2': ion shall Keep books j :::0:- j S of accou r. ~ _ the proce.(iings of its are~,···~'~; rs, board of C <'...Itive commit~2es, if an} The '. ks, records c ".. oj'ue kept withi¡ or without e St- of Delaware. <>.;; t ~'n shall keep < its regist ed o. .:e, or at the if i :; '. ransfer agent i thin or wit ut L;;:: ~tate of Dela\, Hch C2 ~aining the n; . ,S and addre~ ?s cf ~:"1 shareholder - ..:)(", L ,355 and serie"f shares he by' "ha:¡d the date .2'- ti "ely becaIT:l ;)olders of '::>r:5·ò':'r.::of. Any oj or minutr· may be in itt 'rm or in an~ ~ ;..= of being :~nverted in: . wr! form within The corpor 3t ion shall C 'Jert ) written forn :1Y such recorè t'":.:ìt· in such rm, wr i tten reg~: , " "I: t i ':led to ins ·:·~t them. '.'ION '7. 1 CAL U R. The fiscal 0:- -ra~ion shall _. fixed by J 'lu (.: the board .e~'rION 8. < L. :e corporath .: L .. eal, it sh~. 1 have inscr. ~d tt ;"1 the name of no the words 'C.'-:->rporate 51.' '." aJ ·'elaware". " ..: ::-;2 by cáusin ~t or a fac mile be affixed, . ;et odLced in any :her manner ~ r .:ICLE IX ":1..TOMENTS ': '~: ION 1.. T 3e. by _ - ~ may be alter rf -ë¿J:O, or ne' '. laws may b 3dop L by the sharE: ch ,. bC..ird of dil'ors, provi à sur :)\'ier is conL ~ t ard of direct,~ by the cor rati, ..; çC'rtificate c: at 3.ny . reguL ,;¡¿:eting of St' '~~·3ers or of >, f- rs, or at¡y special r :in~ _ .he sharehol ~ of direct ~ s if noticE :. st teration, a '':."1 or adopt,~, Co ,')f new byl .r L ;.:.ained in th ;5al meeti f If the pm to', amend or r L ::,'pt new l wS is cor ::-red ,D the bean yhe corpo ~ on I s cer t i -:ate : ,'~orpora tiol d i 2S t or limit power of t sha' ,-'~ rs to alte" t~ :se bylaw:' to adept b~ 3492.::' , ) " 1 BUSINESS DEBT SCHEDULE (not applicable if inCluded in audited financial statement) SEE PAGE 5 OF THE 2000-2001 AUDIT Business Name: Jenisvs EnQineered Products. Inc. d/b/a VicWest . SEE PAGES 5 & 6 OF THE 2000~2001 AUDIT ¡~t~;~ ~:;:~:~X;~;.\? '~"::~>;~>.;~j .... - .-..-. "'-.'" -. - . ~I.II~ . ::"::,,,.:..,.,,,.:,,,-,,,,,,,,,,,,,,:,,:.-:.,.~.., .~-" .. - n.. .-.. --." . t~.i'I~~¿;~ .... . ... . .." .....-... . "...., :,:::...., . . .~ . ..' M . - '}~(}~' ......-.._...-.- .........-. .~.~,.[¡; ~i¡~ll(¡¡IjšN¡:;( :;' ii ~~;ø:~!. ......-_. ............_-. . ~~~H?':: :::.;.",~ ~- ,n·;;::; ~¡~ ::.'~f:~1 :.',:-:''''.". .-::'"::; '-. . m...._ _ .... .. .......... _.h~'..· ¡¡'!i':~¡Y'·¥;;¡':; ;.:1,": . ifj: ,,-.,.,..,......,..;.' : "".,.::-" ," n,','_: ",,",'_'" m' . _. ._... .__.__n_. ..". _ _. :' . :;. ¡..: ':" ~ ..: ... ~ . - ... .._~. ...-.".... ..-., . .... n:'"'.~,':"':;.::.<;:::~:: ~;¡:~,¡:,..;_,,., :~;;.._ .,,:_,_::_~.:;(. ':'~0::<"~: ""-''',: -::::-, "" .", . .. . . .. .. !; ';;"-~..: ,..,'":,:,¡:".....::...:',.,,,... '" i,;t::t~; .;.' ,- ;..~_..;.~~.~,,," ,,::,J.,:~>-_·\b:lt ..'-,-'" ..... .-:..' ~:.... :. .::: :'.-'..:... .:,:.:.. ...:.' :', . . -. . .~... ... ~ :-.. .. -...--". ~ ~,.::_". .__'"'~_,.".__,,.-_..'c ".".,_.'~,,.,'".-.,,. . ,", '._...'..~."......,"-,.".._.~. .. - . . . Line of credit, equipment purchase, etc. SEE THE ATTACHED DEBT SERVICE SCHEDULE _ S-17' '. - - - , City qf St. Joseph, MN $3,5251000 Industrial Development Revenue Bonds Vicwest Project, Series 2002 Variable Rate - Letter of Credit TABLE OF CONTENTS REPORT PAGE .0 SOURCES & USES.......................................... .................... ..................................3 NET DEBT ·SERVICE SCHEDULE........................................ ............................ ..... 2 PRICING SUMMARy.............. .:...... ............ ............................................................3 PROJECT SUMMARY ...................................... ...................................... ................4 - Miller Johnson stefçhen nnnardlJuran and Moody -1.SF-IDRB - Variable Rate - LOC 15- Year Fixed Income Inveswent BanWng Group 5129/2002 12:42 PM - City of St. Joseph,MN $3,525,000 Industrial Development Revenue Bonds ViCVllest Project, Series 2002 Variable Rate ~ Letter of Credit SOURCES &'USES Dated 07/01/2002; Delivered 07/10/2002 SOURCES OF FUNDS Par Amount of Bonds·... .............. ...; ;.:.............. .,.................... "'n' ...... ..$3,525, 000.00 Accrued Interest from 07/01/2002 to 07[10/2002............................. 1,738.36 Net Proceeds from TIF Note............................................................... 281,900.00 Interest Earnings on Project Construction Fund..;............................ . 17,112.99 TOTAL SOURCES. ...... ............ .......... ........ ...... ....................... ......... ..$3,825,751 .35 USES OF FUNDS Total Underwriter's Discount (1.250%)........;....:....:..:...:................... 44,062.50 Bond CounseL......;........ .......... .,.... ....:....... .......................... .............. 20,000.00 Underwriter's Counsel.. ........ .....;.............. .................... ...... ................ 20,000.00 B OITower's CounseL.............. .... ............ .... ...... ................ ................... 10,OOQ.00 Tennant's CounseL..................................... ...................... ',' ......... ..... 10,000.00 Letter of Credit Bank CounseL...........................................~.............. 12,000.00 Trustee Origination.. ........ .............. .:...... ........ ...... ............ .............. ..... 6,000.00 P OS/Offlcial Statement.............. ......... ........ ...... ...~.......... ............ ........ 2,000.00 TJtleJnsurance and Mortgage Registration Tax................................ 11,985.00 Miscella neous.. .............. :............. .......... ............................ ................. 5,000.00 Total Letler-Df Credit Fee Paid at Closing..............-o........................... 20,766.12 BANK L P C ...~............ :........ ...... ..:..,...... .... .......... .....,.... ............ ...... ...... 17,673.29 .' Deposit to Debt Service Fund............,............................................... 1,738.36 Deposit to Capitalized Interest (CIF) ·Fund........................................ 62,361.13 Deposit to Project Construction Fund................................................ 3,200,000.00 Land Acquisition....... ......;.............. ................... .......... .... ..................... 380,000.00 Rounding Amount.......... ................ ................ ............ ......................... 2,164.95 . TOTAL USES ..... .......... ............ .......... .............. .................. .............. ..$3,825,751 .35 Miller Johnson steichen Kinnard/Juran and Moody -1.SF-IDRB - Variable Rate - LOC 1 fr Year Fixed Income Investment Banking Group 5/29/2002 12:42 PM , Page 1 City of St Joseph, MN $3,525,000 Industrial Development Revenue Bonds Vicwest Project/ Series 2002 Variable Rate - Letter of Credit . NET DEBT SERVICE SCHEDULE . Date Principal Coupon Interest LOC Total P+ CIF Net New D/S 12/0112002 - · 29,552.05 26,509.94 56,061.99 (29,552.05) 26,509.94 6/01/2003 - · 35,153.42 26,509.94 61,663.36 (35,153.42) 26,509.94 12/0112003 205,000.00 2.000% 35,346.57 24,968.22 265,314.79 · 265,314.79 6/01/2004 . · 33,215.39 24,968.04 58,183.43 . - 58,183.43 12/0112004 205,000.00 2.000% 33,199.98 23,426.34 261,626.32 · 261,626.32 6/01/2005 - - 31,050.20 23,426.51 54,476.71 - 54,476.71 12/0112005 210,000.00 2.000% 31,235.34 21,847.20 263,082.54 - 263,082.54 6/01/2006 - - 28,970.41 21,847.20 50,817.61 - 50,817.61 12/0112006 215,000.00 2.000% 29,129.58 20,230.28 284,359.86 - 264,359.86 6/01/2007 - · 26,826.32 20,230.28 47,056.60 - 47,056.60 12/0112007 220,000.00 2.000% 26,973.72 18,575.76 265,549.48 - 265,549.48 6/01/2008 - - 24,711.46 18,575.62 43,287.08 - 43,287.08 12/0112008 225,000.00 2.000°,6 24,699.99 16,883.51 266,583.50 - 266,583.50 . 6/01/2009 - · 22,378.06 16,883.64 39,261.70 · 39,261.70 12/0112009 230,000.00 2.000% 22,511.49 15,153.91 267,665.40 - 267,665.40 . 6/01/2010 - - 20,094.80 15,153.91 35,248.71 - 35,248.71 12/0112010 235,000.00 2.000% 20,205.21 13,386.58 268,591 .79 - 268,591.79 6/01/2011 - - 17,751.23 13,386.58 31,137.81 - 31,137.81 1 2/0112011 240,000.00 2.000% 17,848.77 11,581.65 269,430.42 - 269,430.42 6/01/2012 - · 15,407.14 11,581.56 26,988.70 · 26,988.70 1 2/0112012 _ 245,000.00 2.000% 15,399.99 9,739.04 . 270,139.03 - 270,139.03 6/01/2013 - - 12,908.53 9,739.11 22,647.64 - 22,647.64 - 12/0112013 250,000.00 2.000% 12,985.50 7,858.98 27Õ,844.48 . - 270,844.48 6/01/2014 . - 10,421.38 7,858.98 18,280.36 - 18,280.36 12/0112014 250,000.00 2.000% 10,478.64 5,978.84 266,457.48 - 266,457.48 6/01/2015 - - 7,928.22 5,978.84 13,907.06 - 13,907.06 12/0112015 260,000.00 2.000% 7,971.78 4,023.50 271,99528 - 271,995.28 6/01/2016 . - 5,352.47 4,023.47 9,375.94 - 9,375.94 1 2/011201 6 265,000.00 2.000% 5,349.99 2,030.54 272,380.53 - 272,380.53 6/01/2017 - - 2,691.36 2,030.55 4,721.91 - 4,721.91 12/0112017 270,000.00 2.000% 2,707.41 - 272,707.41 - 272,707.41 Total 3,525,000.00 - 620,456.40 444,388.52 4,589,844.92 (64,705.47) 4,525,1 39.45 Miller Johnson SteIchen KInnard/Juran and Moody Pííe = VICWES-1.SP-IDRB - Variable Rate - LOC 15-Year Fixed Income Investment BanJdng Group 5/29/2002 12:42 PM Page 2 - City ofSt. Joseph,MN $3,525,000 JndustriaJ Dèvelopment Revenue Bonds Vicwest Project; Series 2002 Variable Rate'" Letter of Credit PRICING SUM MARY ,. . Maturity Type of Bond Coupon . Yie!d Maturity Value Price "'Dollar Price 1210112017 Term 1 VRDN 2.000% 2.000% 3,525,000.00 100.000% 3,525,000.00 . Total - - - - 3,525,000.00 .. 3,525,000.00 BID INFO~MATION Par Amount of .Bonds....... .............. .......... ........ ....... ...... .....;........... ............ ...... .............. .... .......$3,525,000.00 GrossProduction..~...............................................;...................................................................$3,525,000.00 Total Underwriter's Discount (1.250% )...................................................................................... $(44,O62.50) Bid (98.750%) ...........................;.. .... .............. .... .... ...... .... .......... ........ .......... ...... ............ .... ..........3 ,480 ,937 .50 Accrued Interest from 07/01/2002 to 07/1 012002...................................................................... 1,738.36 Total Purchase Price ............ ......... ..... ...... .............. .... ...... ........ ......;..... ............ ...~.. ........ .......... $:3,482, 675. 86 Bond Year Dolla rs.. ........ .... ........ ............ ........ ........ ...... ...... ....... ........... ............ ...... ........ ...; ......... $31,013.75 Average Life...,......... ........ .................... .............. ............ ...... ......................~..... .................. ..... ..... 8 .798 Years Average Co upon.. .... .... ........ ...... ............ ................ .... ........ .... ...... .... ................. ........... ........ .... ... 2.0005849% Net Interest C.ost (NIC). ........ .... ...... .... ............. ................... .:.....,. ..... ...... .......... .......... .... .............. .2.1426590% True Interest Cost (TIC).........:.......................:..................... ..................................................~. ...2.1703443% Miller Johnson steichen Kinnard/Juran and Moody File = VICWES-1.SF-IDRB- Variable Rate - LOC 15-Year Fixed Income Investment Banking Group . 5/29/2002 12:42 PM , I - - Page 3 . . City of Sl Joseph, MN $3)525,000 Industrial Development Revenue Bonds Vicwest Project) Series 2002 Variable Rate ~ Letter of Credit PROJECT SUM MARY Dated 07/01/2002 Dßivered 07/1012002 SOURCES OF FUNDS Par Amount of Borids............................................................................$3,525,000.00 Accrued Interest from 07/01/2002 to 07/1012002................................ 1,738.36 Net Proceeds from TlF Note................................................................. 281,900.00 Interest Earnings on Project Construction Fund.................................. 17,112.99 TOTA L SO UR C ES................... ............................. ............... ................ .$3,825,751.35 USES OF FUNDS Tolal Underwriter's Discount (1.250%)................................................ 44,062.50 Bon d Counsel............. .................................... .......... .... ..:. .............. ....... 20,000.00 Underwriter's Counsel.............. _......... ........ ...... .... .................... ........... 20,000.00 Borrower's Counsel.................................................................... ........... 10,000.00 T enna nt's CounseL.... ...... ......................... ................. ..... ....................... 10,000.00 Letter of Credit Bank Counsef............................................................... 12,000.00 Trustee Origination.................................................... ................ ............ 6,000.00 PaS/Official Statement........................................... ............................... 2,000.00 TItle Insurance and Mortgage Registration Tax.................................... 11,985.00 . Miscella neous..... ............:..............................................;..... .................. 5,000.00 Total Letter of Credit Fee Paid a~ Closing............................................_ 20,766.12 - BANK LOC...:............................;. ........ ......................................-;............ 17,673.29 Deposit to Debt Service F·und~.............................................................. 1,736,36 Deposit to Capitalized Interest (CIF) Fund........................................... 62,361 .13 Deposit to Project Construction Fund................................................... 3,200,000;00 Land Acquisition............................... ........ ...................... ................ ....... 380,000.00 Rounding Amount.............................. ~........ .....:.... .................................. 2,164.95 TOTAL USES........................................... ............................................ $3,625,751.35 FLOW OF FUNDS DETAIL stale and Local Government Series (SLGS) rates for........................ Date of aMP .Candidates...............:..................................................... PROJECT CONSTRUCTION FUND SOLUTION METHOD................ Net Funded Total Cost of Investments...................~...............:...............................$3,1 82,887.01 Interest Earnings @ 2.000%................................................................. 17,112.99 TOTAL DRAWS................. .................. ...................................... ...........$3,200,000.00 Mí/ler Johnson steichen fVnnard/Juran and Moody File = V/CWES-1.SF-/DRB· Variable Rate - LOC 15- Year - Fixed Income Investment Banking Group 5/29/2002 12:42 PM - Page 4 ·5 - 4. DISCONTINUED QPERATIONS PursuanUo a Share Purchase Agreementdated August 1, 2001, on August 17. 2001, the Company completed the sale of Armlec, a wholly owned subsidiary, to Oncap L.P. ("Oncap"), a Canadian private .. equity fund established for the pUrpose qf in,vesting ih small capitalization North American-based· companies. One>: indirectly holds a partnership interest in Oncap. Procee.ds from the sale were 562,130. The proceeds were primarily used to repay the Company's Asset Sale SridgeLoan. Revenues applicable to Armtec were $44,703 for the period from January 1, 2001 to August 17, 2001 and $82,529 for the period from March 10, 2000 to December 31,2000. The loss on the sale of Armtec was not material. 5. LONG·TERM DEBT Long-term debt consists of the followÎng as of December 31, 2001 and 2000: . 2001 2000}." .. TermLoans $225,995 $245,156 Senior Subordinated Notes 52,757 56,034 Asset Sale Briàge Loan 0 58,192 American Buildings Company Taxable Variable Rðte Sonds, Series 2000 5,500 5,500 Revolving Credit Facility 11,899 0 IDA of Mecklenburg County, Virginia, Industrial Revenue Bonds . 2,910 3,880 Other 51 170 299,112 368,932 Less current maturities 23,269 76,522 $275,843 $292,410 - The annual maturities of long-term debt as of December3'1, 2001 are as follows: 2002 $ 23,269 2003 28.591 2004 24,113 2005 164,883 2006 0 Thereafter 58,256 ~-~ $299,112 The Company has a comprehensive credit facility, which includes termloans totaling $225,995 and a revolving credit facility with maximum borrowings of $54,165. The term loan and revolver facilities include both U.S. and Canadian dollar denominated loans. Interest under the U.S. dollar denominated term loans is payable quarterly at the Euro rate (1.97% and 2.01 % for term loans A and B, respectively, at December 31,2001) plus between 2% and 4.5%, depending on the Company's leverage ratio, as defined. Interest under the Canadian doilar denominated term loan is payable on individual advances at Bankers Acceptance rate (2.18% at December 31, 2001) plus between 2% and 4 %, depending on the Company's . leverage ratio, as defined. The U.S. term loans are composed of two loans and require quarterly principal paymènts commencing on May '15, 2000 from $'1,275 to $86,017, with a final payment due on November 15. 2005. The Canadian term loan requires quarterly principal payments commencing on - May 15, 2000 from CS705 to C$6,i72, with a final payment due on May 15, 2004. In connection with the disposition ofArmtec, the Company repaid the Asset Sale Bridge Loan in August 200'1. - AvaiJabi\ity under the revolving credit facility (the "Revolver") is based on borrowings outstanding as well as amounts outstanding under letters of credit. At December 31, 2001, there were borrowings totaling - 6 - ( S11 ,899 outstanding on the Revolver. Outstanding letters of credit were $23,202 and S 19,064 was available as of December 31,2001. The Revolver expires May 15, 2004. Interest under the U.S. dollar- denominated Revolver is payable on individual advances at the Euro rate (2.13% at December 31, 2001) plus bety.¡eeIl2% and 4%, depending on the Company's leverage ratio, as defined. Interest under the Canadian dollar denominated Revolver is payable on individùal advances.at prime rate (4 % at December 31, 2001) plus berween 0.75% and 2%, depending on the Company's leverage ratio. as defined. The Company is required to pay a fee of 0.375% to 0.5% per year for the unused portion of the facility and berween 2% and 4% per year on outstanding letters of credit, depending on the Company's leverage ratio, as defined. The Company has two interest rate swap agreements with a financial institution to reduce the impact of changes in interest rates on its floating rate long-term debt. Each of the àgreemen!s is on a notional principal amount of $45.000. Each of the interest rate swap agreements eHectively changes the Euro in terest rate on $45,000 of the Company's floating rate term loans to a fixed rate of 6.12% and 6.53%, respectively. The interest rate swap agreement settlement dates are quarterly and expire in August 2005. Net amounts paid or received are renected as adjustments to interest expense. These swap agreements were designated as cash flow hedges and are recorded at fair value. At December 31,2001, the total fair market value of the swap agreements was $(5,864), and is included in other noncurrent liabilities. For the year ended December 31, 2001, the Company recorded changes in fair value of $(3,606), net of tax, which were included in accumulated other comprehensive income. Hedge ineHectiveness for the year ended December 31,2001 was not material. ~ The credit facility is collateralized by substantially all of the Company's assets and requires the Company to ma in tain certain financial ratio covena nts. In connection with the acquisition of Jannock, the Company issued C$83,984 (US$52,757 as of December 31,2001) of Senior Subordinated Notes. The Senior Subordinated Notes bear interest at ( 12.5% per annum, are payable semiannually, and mature in March 2007. The Senior Subordinated Notes ôresubordinate to the credit facility and are pari p~su with other sel}ior indebtedness of the Company. ïhe Senior Subordinated Notes may be redeemed at such times and prices as defined. tn December 1994, the Company closed a $9,700 industrial revenue bonõtransaction with the Industrial Development Authority ("IDA") of Mecklenburg county, Virginia, for the purpose of financing its manufacturing facility located in Virginia. The bonds bear interest at a variable rate (1.85% at December 31, 2001). Additionally, the Company pays a 0.25% remarketing fee on the bond balance. The bonds mature on December 1, 2004 and are subject to mandatory sinking fund redemption of $970 per year and to a mandatory redemption under certain circumstances. The Company has secured its obligation with respect to the I DA bonds through the issuance of a letter of credit. In August 2000, the Company issued $5,500 of American Buildings Company Taxable Variable Rate Bonds, Series 2000 (the ''Taxable Bonds"). The Taxable Bonds bear interest at a variable rate (2% at December 31,2001). Additionally, the Company pays a 0.25% remarketing fee on the bond balance. The Taxable Bonds mature on August 1, 2020. The Company has secured its obligation with respect to the Taxable Bonds through the issuance of a letier of credit. 6. STOCKHOLDERS' EQUITY Preferred Stock The Company has nonvoting preferred stock with $.01 par value. The board of directors has the authority to issue these preferred shares and to fix dividends and conversion rights, redemption provisions, liquidation preferences. and other rights and restrictions. - ; \ - ¡OTICE TO COMPANY _f/ . ..... . . . .- ..j- NOTICE OFFIRST SOURCE AGREEMENT In 1985 the' Minnesota State Legislature passed the Minnesota Omnibus Jobs Bill. A section of that bill· requires that any employer that receives a grant or loan in excess of $200,000 from the State of Minnesota, must enter into a First Source Agreement with the Minnesota Department of Economic Security to use the Work Force Centers as its first source for recruiting, referring and placing of employees. It is the State's desire to assure employment opportunities for unemployed and economically disadvantaged residents of the state that arise from these programs. The steps that will be followed to complete the First Source requirements have been simplified to assure a minimum amount of paperwork for the employer. 1. At the time of award by the Department of Trade and Economic Development (DTED), the DTED . Loan Officer will provide written notification to the Department of Economic Security (St. Paul) by providing the name and address of the business as well as the contact person and phone number along with the number of jobs to be created asa result of the project. 2. The Department of Economic Security will contact the appropriate Work Force Center nearest to the business location and send a copy of the First Source Agreement to the local Center along with the information provided by DTED. 3.. The Work Force Center representative will contact the business to schedule a meeting with the business contact to negotiate and sign the First Source Agreement._ Note: the eml?loyer must only list job openings in the State and only fo-r those job classificatiòns that are specified in the DTED project. Managerial positions or job openings to be filled by internal promotion need not be . listed. 4. The business will then notify the Work Force Center of job openings ten days prior to the anticipated hiring date. Job descriptions will be entered into the Job Bank computer for screening and referral of qualified job applicants. Within five days, the work Force Center will notify the business of the number of applicants referred. 5. The applicants will contact the business to arrange an interview. The business will make all decisions on whom they will hire. The First Source Agreement is designed to help businesses find new employees by providing a free and simple method of recruiting and hiring qualified candidates. If you have questions please contact Larry Cheetham with the MN Department of Economic Security located at 390 North Robert Street, S1. Paul, Minnesota 55101. His telephone number is (651) 296-8746. ------------------------------------------------------------------------------------------------------------- I HAVE READ THE ABOVE INFORMATION AND I WILL SIGN A FIRST SOURCE AGREEMENT AS A CONDITION TO RECEIVING A LOAN IN EXCESS OF $200,000 FROM THE MN DEPARTMENT OF TRADE AND ECONOMIC DEVELOPMENT. - Signature and Title of Business Contact Date 11 CITY OF ST. JOSEPH, MINNESOTA Stearns County AUDITED FINANCIAL STATEMENTS As of December 31, 2001 - - CITY OF ST. JOSEPH, MINNESOTA TABLE OF CONTENTS ELECTED OFFICIALS AND ADMINISTRATION....................................... .............. I INDEPENDENT AUDITORS' REPORT......... .............................................................. 2 GENERAL PURPOSE FINANCIAL STATEMENTS - Combined Balance Sheet - All Fund Types and Account Groups............................. 4 Combined Statement of Revenues, Expenditures and Changes in Fund Balance - All Govermnental Fund Types. ................ ....... ................ ............ .................. ........... 5 Combined Statement of Revenues, Expenditures and Changes in Fund Balance- Budget and Actual- General and Special Revenue Fund Types ............................. 6 Combined Statement of Revenues, Expenses and Changes in Retained Earnings - All Proprietary Fund Types.................................................................... 7 Combined Statement of Cash Flows - All Proprietary Fund Types .......................... 8 Notes to the Financial Statements.. ..... ........ ........... .................. .............. ............... ..... 9 COMBINING AND INDIVIDUAL FUND FINANCIAL STATEMENTS - General Fund - Comparative Balance Sheets.................... '" .... ...................... ..... .................... ...... 32 Statement of Revenues, Expenditures and Changes in Fund Balance- Budget and ActuaL............................................................................................. 33 Special Revenue Fund - Combining Balance Sheet..... .................... ........................................................... 39 Combining Statement of Revenues, Expenditures and Changes in Fund Balance..................................................................................................... 40 Debt Service Funds - Combining Balance Sheet.................................................................................... 41 Combining Statement of Revenues, Expenditures and Changes in Fund Balance.............................................................................................................. . 42 Capital Project Funds - Combining Balance Sheet.......... ........... ................ ....................... ........................ 43 Combining Statement of Revenues, Expenditures and Changes in Fund Balance.............................................................................................................. . 44 Enterprise Funds - Combining Balance Sheet........ ..... ......... ...... ... ... ........ ....... .......... ......... ... .... ...... ... 45 Combining Statement of Revenues, Expenses and Changes in Retained Earnings.......... ....... ......... ........ .......... .... .... .... .......... ..... ............ ......... ...... ........... 46 Combining Statement of Cash Flows .................................................................. 47 Statement of General Long- Tenn Debt ............ ................ ..... .................................... 48 REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL REPORTING BASED ON AN AUDIT OF THE GENERAL PURPOSE FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GO VERNMENT AUDITING STANDARDS....................... ........ ....... ...... ........... 49 AUDITORS' REPORT ON LEGAL COMPLIANCE .................................................... 51 - - FINDINGS AND CORRECTIVE ACTION PLANS ON COMPLIANCE WITH MINNESOTA STATUTES AND INTERNAL CONTROLS ......................................... 52 CITY OF ST. JOSEPH, MINNESOTA ELECTED OFFICIALS AND ADMINISTRATION December 31, 2001 Term City Council Position Expires Larry J. Hosch Mayor January 6, 2003 Cory Ehlert Councilmember January 6, 2003 Bob Loso Councilmember January 6, 2003 Kyle Schneider Councilmember January 6,2005 Al Rassier Councilmember January 6,2005 Administration Judy Weyrens City Clerk! Treasurer/ Administrator Appointed - - 1 ßJ::JV Kern, DeWenter, Viere, Ltd. Certified Public Accountants INDEPENDENT AUDITORS' REPORT May 8, 2002 Honorable Mayor and City Council City of St. Joseph St. Joseph, Minnesota We have audited the accompanying general purpose financial statements of the City ofSt. Joseph, Minnesota, as of and for the year ended December 31, 2001, as listed in the table of contents. These general purpose financial statements are the responsibility of the City's management. Our responsibility is to express an opinion on these general purpose financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perfonn the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the general purpose financial statements referred to above present fairly, in all material respects, the financial position of the City of St. Joseph, Minnesota, as of December 31, 2001, and the results of its operations and the cash flows of its proprietary fund types, for the year then ended in confonnity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued our report dated May 8, 2001 on our consideration of the City ofSt. Joseph's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. This report is an integral part of a Government Auditing Standards audit, and in considering the results of the audit, this report should be read along with the auditor's report on the financial statements. .- - 7100 Northland Circle No., Suite 119 220 Park Avenue South, P.O. Box 1304 Minneapolis, MN 55428-1500 St. Cloud, MN 56302 763-537-3011 · Fax: 763-537-9682 320-251-7010 · Fax: 320-251-1784 2 www.kdv.com Our audit was perfonned for the purpose of fonning an opinion on the general purpose financial statements of the City taken as a whole. The combining and individual fund financial statements listed in the table of contents are presented for purposes of additional analysis and are not a required part of the general purpose financial statements of the City of St. Joseph, Minnesota. Such information has been subjected to the auditing procedures applied in the audit of the general purpose financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the general purpose financial statements taken as a whole. j(QL/L, Ì)¿JVcrl.-t&UJ VlkU- oJ ¿+d. Kern, DeWenter, Viere Ltd. St. Cloud, Minnesota - - 3 CITY OF ST. JOSEPH, MINNESOTA COMBINED BALANCE SHEET - ALL FUND TYPES AND ACCOUNT GROUPS December 31, 2001 Governmental Fund Types Special Debt Capital ASSETS AND OTHER DEBITS General Revenue Service Projects ASSETS: Cash and Investments (Including Cash Equivalents) $ 1,574,568 $ 43,881 $ 2,293,762 $ 294,312 Taxes Receivable - Delinquent 5,036 0 2,066 0 Special Assessments Receivable - Deferred 7,418 0 1,599,340 145,699 Delinquent 208 0 3,091 0 Accounts Receivable 42,225 0 108,754 0 Notes Receivable 20,000 0 0 0 Interest Receivable 32,413 906 63,852 (10,736) Due rrom Other Governmental Units 190,437 0 76,082 0 Fixed Assets - Net 0 0 0 0 OTHER DEBITS: Amount Available in Debt Service Funds 0 0 0 0 Amount to be Provided from Special Assessments 0 0 0 0 Amount to be Provided for Compensated Absences Payable 0 0 0 0 Amount to be Provided for Retirement of General Long-Tern1 Debt 0 0 0 0 TOTAL ASSETS AND OTHER DEBITS $ 1.872.305 $ 44.787 $ 4.146.947 $ 429.275 LIABILITIES, EQUITY AND OTHER CREDITS LIABILITIES: Cash Overdraft $ 0 $ 0 $ 16,891 $ 46,005 Accrued Liabilities 144,412 105 30,655 43,720 Due to Other Governmental Units 0 0 0 0 Contracts Payable 0 0 0 0 Deferred Revenue 12,662 0 1,604,497 145,699 Compensated Absences Payable 15,716 0 0 0 Bonds Payable 0 0 0 0 Loans Payable 0 0 0 0 Total Liabilities 172,790 105 1,652,043 235,424 EQUITY AND OTHER CREDITS: Investment in General Fixed Assets 0 0 0 0 Contributed Capital 0 0 0 0 Retained Earnings (Deficit) 0 0 0 0 Fund Balance (Deficit) - Reserved 20,000 0 2,494,904 0 Unreserved - Designated 972,398 0 0 0 Undesignated 707,117 44,682 0 193,851 Total Equity and Other Credits 1 ,699,515 44,682 2,494,904 193,851 TOTAL LIABILITIES, EQUITY AND OTHER CREDITS $ 1.872.305 $ 44.787 $ 4.146.947 $ 429.275~- The notes to the fmancial statements are an integral part of this statement. Proprietary Fund Types Account Groups General General Totals Fixed Long-Term (Memorandum Only) Enterprise Assets Debt 2001 2000 $ 888,680 $ 0 $ 0 $ 5,095,203 $ 4,562,022 0 0 0 7,102 7,101 0 0 0 1,752,457 1,652,275 0 0 0 3,299 3,299 178,809 0 0 329,788 190,801 0 0 0 20,000 30,000 19,828 0 0 106,263 98,636 0 0 0 266,519 257,554 5,478,795 3,540,296 0 9,019,091 7,963,797 0 0 2,494,904 2,494,904 2,055,016 0 0 1,602,431 1,602,431 1,473,261 0 0 54,584 54,584 51,754 0 0 3,465,749 3,465,749 2,971,465 $ 6.566.112 $ 3.540.296 $ 7.617.668 $ 24.217.390 $ 21.316.981 $ 0 $ 0 $ 0 $ 62,896 $ 265,414 57,545 0 0 276,437 203,930 0 0 0 0 17,117 0 0 0 0 23,079 0 0 0 1,762,858 1,662,675 31,935 0 54,584 102,235 98,998 0 0 7,340,000 7,340,000 6,250,000 0 0 223,084 223,084 249,742 89,480 0 7,617,668 9,767,510 8,770,955 0 3,540,296 0 3,540,296 3,515,497 6,683,167 0 0 6,683,167 5,519,572 (206,535) 0 0 (206,535) (41,012) 0 0 0 2,514,904 2,085,016 0 0 0 972,398 903,044 0 0 0 945,650 563,909 6,476,632 3,540,296 0 14,449,880 12,546,026 -l6.566.112 $ 3.540.296 $ 7.617.668 $ 24.217.390 $ 21.316.981 4 CITY OF ST. JOSEPH, MINNESOTA COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE - ALL GOVERNMENTAL FUND TYPES Year Ended December 31, 200 I Governmental Fund Types Special Debt General Revenue Service REVENUES: General Property Taxes $ 403,689 $ 0 $ 254,430 Special Assessments 12,938 0 880,891 Licenses and Permits 90,366 0 0 Intergovernmental 681,626 0 62,584 Charges for Services 170,593 0 0 Fines 80,512 0 0 Miscellaneous 229.944 8,322 263,547 Total Revenues 1,669,668 8,322 1 ,461 ,452 EXPENDITURES: Current - General Government 298,701 0 0 Public Safety 720,711 477 0 Public Works 337,298 0 0 Culture and Recreation 156,382 0 0 Economic Development 48,866 0 0 Miscellaneous 222 0 0 Capital Outlay 0 0 0 Debt Service 0 0 729,149 Total Expenditures I ,562, 180 477 729,149 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES I 07,488 7,845 732,303 OTHER FINANCING SOURCES (USES): Operating Transfers In 0 0 50,000 Operating Transfers Out 0 0 0 Proceeds from Loans 0 0 0 Proceeds from the Sale of Bonds 0 0 24,493 Total Other Financing Sources (Uses) 0 0 74,493 EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER EXPENDITURES AND OTHER FINANCING USES 107,488 7,845 806,796 FUND BALANCE (DEFICIT) - January I 1,592,027 36,837 2,055,016 RESIDUAL EOUITY TRANSFER 0 0 (366,908) FUND BALANCE (DEFICIT) - December 31 $ 1.699.515 $ 44.682 $ 2.494,904 .- - The notes to the financial statements are an integral part of this statement. Totals Capital (Memorandum Only) Pro] ects 2001 2000 $ 0 $ 658,119 $ 528,848 30,051 923,880 448,177 0 90,366 73,607 0 744,210 680,l23 23,488 194,081 158,914 0 80,512 85,003 (31,770) 470,043 448,299 21,769 3,161,211 2,422,971 0 298,701 266,588 0 721,188 725,973 0 337,298 233,305 0 156,382 152,835 0 48,866 65,292 0 222 1,600 1,721,820 1,721,820 1,157,346 0 729,149 957,060 1,721,820 4,013,626 3,559,999 (1,700,051 ) (852,415) (1,137,028) 247,000 297,000 276,000 0 0 (231,000) 0 0 276,136 1,411,905 1 ,436,398 941,184 1,658,905 1,733,398 1 ,262,320 (41,146) 880,983 125,292 (131,911) 3,551,969 3,426,677 366,908 0 0 $ 193,851 $ 4.432.952 $ 3.551.969 .- - 5 CITY OF ST. JOSEPH, MINNESOTA COMBINED STATEMENT OF REVENuES, EXPENDITURES Ai\fD CHANGES IN FUND BALAi\fCE - BUDGET AND ACTUAL - GENERAL AND SPECIAL REVENUE FUND TYPES Year Ended December 31, 2001 General Fund Over (Under) Budget Actual Budget REVENUES: General Propeliy Taxes $ 368,465 $ 403,689 $ 35,224 Special Assessments 30,000 12,938 (17,062) Licenses and Pelmits 66,910 90,366 23,456 Intergovemmental 639,821 681,626 41,805 Charges for Services 166,794 170,593 3,799 Fines 73,150 80,512 7,362 Miscellaneous 72,000 229,944 157,944 Total Revenues 1,417,140 1,669,668 252,528 EXPE1\TJ) ITURES: Cunent - General Government 269,729 298,701 28,972 Public Safety 729,454 720,711 (8,743) Public Works 251,695 337,298 85,603 Culture and Recreation 142,688 156,382 13,694 Economic Development 66,765 48,866 (17,899) Miscellaneous 500 222 (278) Total Expenditures 1,460,831 1,562,180 101,349 REVENUES OVER (UNDER) EXPENDITURES $ (43,691) I 07,488 $ 151,179 FUND BALANCE - January I 1,592,027 FUND BALAi"'\¡CE - December 31 $ 1,699,515 .- - The notes to the financial statements are an integral part of this statement. Special Revenue Funds Over (Under) Budget Actual Budget $ 0 $ 0 $ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8,322 8,322 0 8,322 8,322 0 0 0 0 477 477 0 0 0 0 0 0 0 0 0 0 0 0 0 477 477 $ 0 7,845 $ 7,845 36,837 $ 44,682 - - 6 CITY OF ST. JOSEPH. MINNESOTA COMBINED STATEMENT OF REVENUES, EXPENSES AND CHANGES IN RETAINED EARNINGS - ALL PROPRIETARY FUND TYPES Year Ended December 31, 2001 With Comparative Totals for the Year Ended December 31, 2000 Totals 2001 2000 OPERATING REVENUES: Charges for Services $ 656,677 $ 541,715 OPERATING EXPENSES: Salaries and Benefits I 36,203 126,903 Utilities 28,748 27,218 Supplies 14,638 13,440 Sewer Use Rental 123,898 125,470 Postage 1,890 1,249 Repairs and Maintenance 32,649 7 Professional Fees 765 19,506 Fees and Tests 12,535 8,438 Dues and Subscriptions 610 690 Refuse Disposal 96,745 89,101 Depreciation 142,395 125,139 Insurance 8,734 8,015 Miscellaneous 5,292 2,737 Total Operating Expenses 605,102 547,913 OPERATING INCOME (LOSS) 51,575 (6,198) NON-OPERATING REVENUES: Investment Income 60,0 II 64,611 Other Revenues 19,891 17,801 Total Non-Operating Revenues 79,902 82,412 INCOME BEFORE OPERATING TRANSFERS 131,477 76,214 Operating Transfers Out (297,000) (45,000) NET lNCOME (LOSS) (165,523) 31,214 RETAINED EARNINGS (DEFICIT) - January I (41,012) (72,226) RETAINED EARNINGS (DEFICIT) - December 31 $ (206.535) $ (41.012) - The notes to the financial statements are an integral part of this statement. - 7 CITY OF ST. JOSEPH, MINNESOTA COMBINED STATEMENT OF CASH FLOWS - ALL PROPRIETARY FUND TYPES Year Ended December 3l, 2001 With Comparative Totals for the Year Ended December 31, 2000 Totals 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Operating Income (Loss) $ 51,575 $ (6,198) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided by Operating Activities: Depreciation 142,395 125,139 Other Non-operating Revenues 19,891 17,801 Change in Assets and Liabilities: Accounts Receivable (1,119) (26,756) Accrued Liabilities 16,725 (82,614) Due to Other Governmental Units (17,117) 8,902 Compensated Absences Payable 3,720 (8,891 ) Total Adjustments 164,495 33,581 Net Cash Provided by Operating Activities 216,070 27,383 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Operating Transfers to Other Funds (297,000) (45,000) ~ASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Capital Acquisitions (9,295) (2,969) CASH FLOWS FROM INVESTING ACTIVITIES: Investment Income 60,791 55,591 Net Increase in Cash and Cash Equivalents (29,434) 35,005 Cash and Cash Equivalents, January 1 918,114 883,109 Cash and Cash Equivalents, December 31 $ 888.680 $ 918.114 - .1e notes to the financial statements are an integral part of this statement. - 8 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of St. Joseph, Minnesota, has a mayor-council fonn of govemment. A mayor and four council members are elected by the voters of the City for two-year and four-year tenns, respectively. The accounting policies of the City confom1 to accounting princjples generally accepted in the United States of America as applicable to govemments. With respect to proprietary activities, the City has adopted GASB No. 20, "Accounting and Financial Reporting for Proprietary Funds and Other Govemmental Entities that use Proprietary Fund Accounting." The City has elected to apply all applicable GASB pronouncements as well as Financial Accounting Standards Board (F ASB) pronouncements, Accounting Principles Board (APB) Opinions and Accounting Research Bulletins (ARB), issued on or before November 30, 1989 unless those pronouncements conflict with or contradict GASB pronouncements. In addition, the City has elected not to apply F ASBs, APBs and ARBs issued after November 30, 1989. The following is a summary of the City's more significant accounting policies. A. Financial Reporting Entity The financial statements present the City and its component units. The City includes all funds, account groups, organizations, institutions, agencies, departments, and offices that are not legally separate from such. Component units are legally separate organizations for which the elected officials of the City are financially accountable and are included within the financial statements of the City because ofthe significance of their operational or financial relationships with the City. The City is considered financially accountable for a component unit if it appoints a voting majority of the organization's governing body and it is able to impose its will on the organization by significantly influencing the programs, projects, activities, or level of services perfonned or provided by the organization, or there is a potential for the organization to provide specific financial benefits to, or impose specific financial burdens on, the City. As a result of applying the component unit definition criteria above, the City of St. Joseph's component unit is presented in this report as follmvs: Blended Component Unit - The St. Joseph Economic Development Authority (EDA) was organized for the purpose of preserving and creating jobs, enhancing the tax base, and promoting the general welfare of the people of the City of St. Joseph. The Authority is governed by a five member board appointed by the City Council. The EDA is included as a blended component unit of the City because the EDA is financially accountable to the City, and the Authority provides services almost entirely for the City. The St. Joseph EDA is presented as a department in the City's general fund, the City Ha11 Project Capital Project Fund and the EDA Public Project Revenue Bonds of2000 Debt Service fund. Separate - financial statements are not prepared for the EDA. - 9 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) B. Fund Accounting The accounts ofthe City are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which expending activities are controlled. The various funds are grouped, in the financial statements in this report, into five generic fund types and two broad fund categories, described below. Governmental Funds The General Fund is the general operating fund ofthe City. It is used to account for all financial resources except those required to be accounted for in another fund. Special Revenue Funds are used to account for the proceeds of specific revenue sources (other than expendable trusts or major capital projects) that are legally restricted to expenditures for specified purposes. Debt Service Funds are used to account for the accumulation of resources for, and the payment of, generallong-tenn debt principal, interest, and related costs. Capital Proiects Funds are used to account for financial resources to be used for the acquisition or construction of major capital facilities (other than those financed by enterprise funds). Proprietary Funds Enterprise Funds are used to account for operations (a) that are financed and operated in a manner similar to private business enterprises--where the intent ofthe governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered through user charges; or (b) where the governing body has decided that periodic detennination of revenues earned, expenses incurred, or net income is appropriate for capital maintenance, public policy, management control, accountability, or other purposes. The City maintains Refuse, Water and Sewer Enterprise Funds. - - 10 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December31,2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Fixed Assets, and Long- Tenn Liabilities The accounting and reporting treatment appJied to the fixed assets and 10ng-tern11iabí1ities associated '.vith a fund are detennined by its measurement focus. An governmental funds are accounted for on a spending or "financial flow" measurement focus. This means that only current assets and current liabilities are generally included on their balance sheets. Their reported fund balance (net CUlTent assets) is considered a measure of "available spendable resources." Governmental fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of available spendable resources during a period. Fixed assets used in governmental fund type operations (general fixed assets) are accounted for in the General Fixed Assets Account Group, rather than in governmental funds. Public domain ("infrastructure") general fixed assets consisting of certain improvements other than buildings, including roads, curbs and gutters, streets and sidewalks, are not capitalized by the City. No depreciation has been provided on general fixed assets. All fixed assets are valued at their historical cost or estimated historical cost if actual historical cost is not available. Donated fixed assets are valued at their estimated fair value on the date donated. Because of their spending measurement focus, expenditure recognition for govemmental fund types is limited to exclude amounts represented by noncurrent liabilities. Since they do not affect net current assets, such 10ng-tem1 amounts are not recognized as govemmental fund type expenditures or fund liabilities. They are instead reported as liabilities in the General Long- Tem1 Debt Account Group. The two account groups, General Fixed Assets and General Long-Tem1 Debt, are not "funds". They are concemed only with the measurement of financial position. They are not involved with measurement of results of operations. An proprietmy funds are accounted for on a flow of economic resources measurement focus. This means that all assets and all liabilities (whether current or noncurrent) associated with the funds' activity are included on their balance sheets. Proprietary fund type operating statements present increases (revenues) and decreases (expenses) in net total assets. - - 11 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) C. Measurement Focus, Fixed Assets, and Long-Tenn Liabilities (Continued) Major outlays for capital assets and improvements are capitalized in proprietary funds as projects are constructed. Interest incuned during the construction phase of proprietary fund fixed assets is reflected in the capitalized value of the asset constructed. Capital assets constructed in governmental funds for proprietary funds are recorded as contributed capital. Depreciation of all exhaustible fixed assets used by proprietary funds is charged as an expense against their operations. Accumulated depreciation is reported on proprietary fund balance sheets. Depreciation has been provided over the assets' estimated useful lives, which range from five to fifty years, using the straight-line method. Depreciation expense for the years ended December 31, 2001 and 2000 is $ 142,395 and $ 125,139, respectively. D. Basis of Accounting Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing ofthe measurement made, regardless of the measurement focus applied. All governmental funds are accounted for using the modified accrual basis of accounting, in which revenues are recognized when they become measurable and available as net current assets. The more significant revenues which have been accrued are intergovernmental revenues and interest earnings. Expenditures are generally recognized in the modified accrual basis of accounting when the related fund liability is incurred. Exceptions to this general rule include sick pay and principal and interest on general long-term debt, which are recognized when due. All proprietary funds are accounted for using the accrual basis of accounting; revenues are recognized when they are earned and expenses are recognized when they are incuned. E. Budgetary Data The City Council adopts an annual budget. The amounts shown in the financial statements as "budget" represent the original budgeted amount and all revisions made during the year. The City follows these procedures in establishing the budgetary data reflected in the financial statements. .- ~ 12 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2000 NOTE 1 - SUMIVIARY OF SIGNJFICAt\!T ACCOUNTING POLICIES (Continued) E. Budgetarv Data (Continued) 1. In August of each year, the City Administrator submits to the City Council a proposed operating budget for the fiscal year commencing the following January 1. The operating budget includes proposed expenditures and the means of financing them for the upcommg year. 2. Public hearings are conducted to obtain taxpayer comment. 3. Prior to December 31, the budget is legally enacted through passage of a resolution. 4. FonDal budget31)' integration is employed as a management control device during the year for the General and Special Revenue Funds. Fonnal budgetary integration is not employed for Debt Service Funds because effective budgetary contral is alternatively achieved through general obligation bond indenture provisions. Budgetary control for Capital Projects Funds is accomplished through the use of project controls. 5. The Budgets for the General and Special Revenue Funds are adopted on a basis consistent with accounting principles generally accepted in the United States of America. F. Encumbrances Encumbrances represent outstanding purchase orders and unfulfilled commitments that are issued to outside vendors and budgeted in the current year but do not include amounts that are set up as liabilities, amounts for personal services to be perfom1ed by City employees and purchase orders applicable to the subsequent year's budget. As of December 31, 2001, no outstanding encumbrances existed. G. Cash and Investments (Including Cash Equivalents) (See Note 3) Cash balances nom all funds are combined and invested to the extent available in authorized investments. Earnings from such investments are allocated to the respective funds on the basis of applicable cash balance participation by each fund. Investments are camed at fair value. For purposes of the statement of cash flows, the City considers all short-term, highly liquid investments with original maturity dates of three months or less from the date of purchase to be cash equivalents. In addition, cash invested in the City's cash management pool is considered to be cash equivalents. Based on this policy, the total cash and investments of the proprietary funds are considered to be cash equivalents. .-. -- 13 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31,2001 NOTE 1 - SUMMARY OF SIGNlFICANT ACCOUNTING POLICIES (Continued) H. Taxes Receivable Delinquent taxes receivable represent the past six years of uncollected tax levies. 1. Special Assessments Receivable Delinquent special assessments represent the past six years of uncollected special assessments. Deferred special assessments represent the principal portion of those assessments to property owners for improvements made by the City. These assessments are made at various times by City resolution and are collectible over periods ranging from ten to thirty years and bear annual interest of 7 percent to 8 percent and are to be received in 2002 and years thereafter. J. Deferred Revenue Deferred revenue represents delinquent taxes and deferred and delinquent assessments receivable. This revenue is deferred until it is measurable and available as net current assets. K. Compensated Absences The City compensates employees who leave City service in good standing for all earned, unused vacation. In addition, employees are compensated for unused sick leave (up to a maximum of720 hours) at 50% of the current regular rate of pay, provided the City's notice oftennination policy has been complied with. L. Fund Equitv Fund equity is divided into sections as follows: - Contributed capital represents fixed assets purchased by other funds and contributed to the enterprise funds. - Investment in General Fixed Assets represents the City's equity in general fixed assets. - Retained earnings of enterprise funds are available for expending in future periods. .- - 14 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) L. Fund Equity (Continued) - Fund balance accounts are subdivided as fo]]ows: Reserved accounts indicate the portion of fund balance which has been reserved for a specific purpose. Umeserved, designated accounts indicate the portion of fund balance which has been designated for a specific purpose. The umeserved, undesignated account is the portion of fund balance which is available for budgeting and expending in future periods. M. Revenues, Expenditures and Expenses 1. Revenues Property taxes and special assessment principal and interest are recognized as revenue when measurable and available. Portions of taxes paid by the State in the fonn of HAC A and other tax credits are included in intergovernmental revenue. Intergovemmental revenues are reported under the legal and contractual requirements of the individual programs. Licenses and pennits, charges for services, fines and forfeits, and misce]]aneous revenues (except investment earnings) are recorded as revenues when received in cash because they are generally not measurable until then. Investment earnings are recorded when earned because they are measurable and available. 2. Property Tax Collection Calendar The City levies its property tax for the subsequent year during the month of December. December 28 is the last day the City can certify a tax levy to the County Auditor for collection the following year. The property tax is recorded as revenue when it becomes measurable and available. Steams County is the collecting agency for the levy and remits the collections to the City three times a year. Taxes not collected as of December 31 each year are shown as delinquent taxes receivable. .- - 15 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) M. Revenues, Expenditures and Expenses (Continued) 2. Property Tax Collection Calendar (Continued) The County Auditor creates the tax list for all taxable property in the City, applying the applicable tax rate to the tax capacity of individual properties, to arrive at the actual tax for each property. The County Auditor also collects all special assessments, except for certain prepayments paid directly to the City. The County Auditor turns over the list of taxes and special assessments to be collected on each parcel of property to the County Treasurer in January of each year. The County Treasurer collects all taxes, and all special assessments, except as noted above. The County Treasurer is required to mail copies of all personal property tax statements by Apri115, and copies of all real estate tax statements by April 15, of each year. Property owners are required to pay one-half of their real estate taxes due by May 15 and the balance by October 15. If taxes due May 15 are not paid on time, a penalty of3% is assessed on homesteaded property, and 7% on non-homesteaded property. An additional 1 % penalty is added each month the taxes remain unpaid, until October 15. If the taxes due May IS are not paid by October 15, a 2% penalty per month is added to homesteaded property and 4% per month to non-homesteaded property until January 1. If the taxes are not paid by January 1, further penalties are added. Penalties and interest apply to both taxes and special assessments. There are some exceptions to the above penalties, but they are not material. Within 30 days after the tax settlement date, the County Treasurer is required to pay 70% ofthe estimated collections of taxes and special assessments to the City Treasurer. The County Treasurer must pay the balance to the City Treasurer within 60 days after settlement, provided that after 45 days interest accrues. 3. Expenditures Expenditure recognition for governmental fund types includes only amounts represented by current liabilities. Since noncurrent liabilities do not affect net current assets, they are not recognized as governmental fund expenditures or fund liabilities. They are reported as liabilities in the General Long-Term Debt Account Group. 4. Expenses Enterprise funds recognize expenses when they are incurred. . 16 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINAt'JCIAL STATEMENTS December 31, 2001 NOTE I - SillvlMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) N. Interfund Transactions Quasi-extemal transactions are accounted for as revenues, expenditures or expenses. Transactions that constitute reimbursements to a fund for expenditures or expenses initially made from it that are properly applicable to another fund are recorded as expenditures or expenses in the fund that is reimbursed. All other interfund transactions, except quasi-extemal and reimbursements, are repOlied as transfers. Nonrecurring or nonroutine pel111anent transfers of equity are reported as residual equity transfers. All other interfund transfers are reported as operating transfers. O. Total Columns on General Purpose Statements Total colunms on the general purpose financial statements are captioned "memorandum only'l to indicate that they are presented only to facilitate financial analysis. Data in these columns do not present financial position, results of operations, or cash flows in confOlmity \vith accounting principles generally accepted in the United States of America. Interfund eliminations have not been made in the aggregation of these data. P. Comparative Data Comparative total data for the prior year have been presented in the accompanying financial statements in order to provide an understanding of changes in the City's financial position and operations. However, prior year totals by fund type have not been presented in each of the statements since their inclusion would make the statements unduly complex and difficult to read. Comparative data have been restated to reflect reclassifications. Q. Use of Estimates The preparation of general purpose financial statements in confonnity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures/expenses during the reporting period. Actual results could differ from those estimates. - - 17 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 200 I NOTE 2 - STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Fund Deficits The following funds have deficit fund balance/retained earnings at December 31,2001: Debt Service Funds EDA Public Project Revenue Bonds of 2000 $ (13,760) Capital Projects Funds - 2002 Street Improvements (2I,OOl) County Road 121 (37,612) Sewer Capacity Conveyance (253,665) Enterprise Fund - Sewer (576,268) These deficits will be eliminated by future revenues, user charges or transfers from other funds. B. Expenditures in Excess of Appropriations Expenditures exceeded appropriations in the following funds for the year ended December 3 1, 2001 : Fxnendihlres Annronriation General Fund $ 1.562.180 $ 1.460.831 SDecial Revenue Funds: DARE Program 477 0 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS A. Assets I. Cash and Investments (Including Cash Equivalents) Cash balances of the City's funds are combined (pooled) and invested to the extent available in various investments authorized by Minnesota Statutes. Each fund's portion ofthis pool (or pools) is displayed on the financial statements as "cash and investments (including cash equivalents)." For purposes of identifying risk of investing public funds, the balances and related restrictions are summarized below: a. Deposits - Minnesota Statutes require that all deposits with financial institutions must be collateralized in an amount equal to 110% of deposits in excess of FDIC Insurance. . 18 CITY OF ST. JOSEPH, 1VIINNESOT A NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) A. Assets (Continued) 1. Cash and Investments (Including Cash Equivalents) (Continued) a. Deposits - (Continued) Category 1 - Deposits covered by Federal Depository Insurance (FDIC) and those deposits collateralized with securities held by the City or by its agent in the City's name. Category 2 - Collateralized with securities held by the pledging institutions tmst depaI1ment or agent in the District's name. Category 3 - Deposits which are not insured or collateralized; or those deposits where collateral assignment has not been perfected. Category Bank Carrying I 2 3 Balance Amount -- Bank Accounts $ 603,397 $0 $0 $ 603,397 $ 524,200 Certificates of Deposit 2,111,936 0 0 2,11l,936 2,111,936 -- Total Deposits $ 2,715,333 $0 $0 $ 2,715,333 $ 2,636,136 b. Investments - j'v!illlzesota Statutes authorize the City to invest in obligations of the U.S. Treasury, agencies, and instmmentalities, shares of investment companies whose only investments are in the aforementioned securities, obligations of the State of MÌImesota or its municipalities, bankers' acceptances, future contracts, repurchase and reverse repurchase agreements, and commercial paper ofthe highest quality with a maturity of no longer than 270 days. Investments held by the City at year end classified as to credit risk are as follows: Category 1 - Insured or registered, or securities held by the City's agent in the City's name. Category 2 - Uninsured and umegistered, with securities held by the counterparty's tmst department or agent in the City's name. Category 3 - Uninsured and umegistered, \vith securities held by the counterparty Of by its tmst department or agent but not in the City's name. . 19 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) A. Assets (Continued) 1. Cash and Investments (Including Cash Equivalents) (Continued) b. Investments - (Continued) Category Carrying and 1 2 3 Fair Value U.S. Government and Federal Agency Notes and Bonds $ 713,534 $ 0 $ 0 $ 713,534 Negotiable Certificates of Deposit 1 ,662,836 0 0 1 ,662,836 Total Investments $ 2.376.370 $ 0 $ 0 2,376,370 Unclassified as to Risk: Money Market Mutual Funds 19,581 Total Deposits (See Note 3 A.l.a.) 2,636,136 Petty Cash 220 Total Cash and Investments (Including Cash Equivalents) $ 5,032,307 Cash and investment balances are presented in the general purpose financial statements as follows: Cash and Investments (Including Cash Equivalents) $ 5,095,203 Cash Overdraft ( 62,896) Total $ 5,032,307 - - 20 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL ST A TEIvlENTS December 31, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) A. Assets (Continued) 2. Due from Other Govenm1ental Units The following is a summary of due from other govemmental units at December 31, 2001: St. Wendel St. Joseph Stearns State of Township Township County jvfN Total General Fund· Fines S 0 $ 0 $ 0 $ 4,357 $ 4,3 Property Taxes/Special Assessments 0 0 173,294 0 173,2' lvliscelIaneous 2,312 484 0 9,990 12,7; Total General Fund 2,312 484 173,294 14,347 190,4: Debt Service Funds - G.O. Improvement Bonds of 1977 - Intergovernmental 12,500 0 0 0 12,50 G.O. Improvement Bonds of 1998 - Property Taxes/Special Assessments 0 0 18,561 0 18,56 G.O. Improvement Bonds of 1999 - Property Taxes/Special Assessments 0 0 45,021 ° 45,021 Total Debt Service 12,500 0 63,582 0 76,08L Total $ 14,812 $ 484 $ 236,876 $ 14,347 $ 266,519 - - 21 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) A. Assets (Continued) 3. Fixed Assets A summary of changes in general fixed assets follows: Balance Balance 1-1-01 Additions Disposals 12-31-01 Land $ 164,044 $ 0 $ 6,500 $ 157,544 Buildings 1,706,171 0 75,413 1,630,758 Improvements Other than Buildings 363,998 22,465 0 386,463 Machinery and Equipment 736,512 897 5,106 732,303 Office Furniture 101,226 24,062 17,191 108,097 Motor Vehicles 211,337 57,988 22,608 246,717 Other Equipment 232,209 46,520 315 278,414 Total $ 3,515,497 $ 151,932 $ 127,133 $ 3,540,296 A summary of Enterprise Fund fixed assets at December 31, 2001, is as follows: Water Sewer Fund Fund Total Land and Land Improvements $ 12,996 $ 4,941 $ 17 ,937 Treatment Plant and Lines 2,045,497 3,128,886 5,174,383 Buildings 0 517,983 517,983 Water Storage Facility 1,236,542 0 1,236,542 Machinery and Equipment 90,684 179,138 269,822 Total Cost 3,385,719 3,830,948 7,216,667 Less: Accumulated Depreciation (565,401) 1,172,471 (1,737,872) Net Fixed Assets $ 2,820,318 $ 2,658,477 $ 5,478,795 - - 22 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities 1. Defined Benefit Pension Plans - Statewide A. Plan Description All full-time and certain part-time employees of the City of St. Joseph are covered by defined benefit plans administered by the Public Employees Retirement Association of Miru1esota (PERA). PERA administers the Public Employees Retirement Fund (PERF) and the Public Employees Police and Fire Fund (PEPFF) which are cost- sharing, multiple-employer retirement plans. These plans are established and administered in accordance with j\1illllesota Statutes, Chapters 353 and 356. PERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated Plan members are covered by Social Security and Basic Plan members are not. All new members must participate in the Coordinated Plan. All police officers, fire- fighters and peace officers who qualify for membership by statute are covered by the PEPFF. PERA provides retirement benefits as well as disability benefits to members, and benefits to survivors upon death of eligible members. Benefits are established by State Statute, and vest after three years of credited service. The defined retirement benefits are based on a member's highest average salary for any five successive years of allowable service, age, and years of credit at tem1Ínation of service. Two methods are used to compute benefits for PERF's Coordinated and Basic Plan members. The retiring member receives the higher of a step-rate benefit accmal fonnula (Method I) or a level accrual fonnula (Method 2). Under Method I, the annuity accrual rate for a Basic Plan member is 2.2 percent of average salary for each of the first 10 years of service and 2.7 percent for each remaining year. The annuity accrual rate for a Coordinated Plan member is 1.2 percent of average salary for each of the first 10 years and 1.7 percent for each remaining year. Under Method 2, the ammity accrual rate is 2.7 percent of average salary for Basic Plan members and 1. 7 percent for Coordinated Plan members for each year of service. For PEPFF members, the arumity accmal rate is 3.0 percent for each year of service. For all PEPFF members and for PERF members whose annuity is calculated using Method I, a full annuity is available when age plus years of service equal 90. A reduce retirement allliuity is also available to eligible members seeking early retirement. - ~ 23 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 200 I NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 1. Defined Benefit Pension Plans - Statewide (Continued) A. Plan Description (Continued) There are different types of annuities available to members upon retirement. A normal annuity is a lifetime annuity that ceases upon the death of the retiree--no survivor annuity is payable. There are also various types of joint and survivor annuity options available which will reduce the monthly normal annuity amount, because the milluity is payable over joint lives. Members may also leave their contributions in the fund upon termination of public service in order to qualify for a deferred annuity at retirement age. Refunds of contributions are available at any time to members who leave public service, but before retirement benefits begin. The benefit provisions stated in the previous paragraphs of this section are current provisions and apply to active plan participants. Vested, telminated employees who are entitled to benefits but are not receiving them yet are bound by the provisions in effect at the time they last terminated their public service. PERA issues a publicly available financial report that includes financial statements and required supplementary information for PERF and PEPFF. That report may be obtained by writing to PERA, 60 Empire Drive #200, St. Paul, Minnesota, 55103- 1855 or by calling (651) 296-7460 or 1-800-652-9026. B. Funding Policy Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. These statutes are established and amended by the state legislature. The City makes annual contributions to the pension plans equal to the amount required by state statutes. PERF Basic Plan members and Coordinated Plan members are required to contribute 8.75 percent and 4.75 percent, respectively, oftheir annual covered salary. PEPFF members are required to contribute 6.20 percent of their annual covered salary. The City ofSt. Joseph is required to contribute the following percentages of annual covered payroll: 11.43 percent for Basic Plan PERF members, 5.18 percent for Coordinated Plan PERF members, and 9.30 percent for PEPFF members. Member and employer contribution rates for Basic and Coordinated members will increase by 0.35 percent effective January 2002. The City's contributions to the Public Employees Retirement Fund for the years ending December 31, 2001,2000, and 1999 were $ 17,465, $ 17,887, and $ 15,286, respectively. The City's contributions to the Public Employees Police and Fire Fund for the years ending December 31, 2001, 2000, and 1999 were $ 25,979, $ 23,975, and $ 24,295, respectively. The City's contributions were equal to the contractually - required contributions for each year as set by state statute. - 24 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31, 200 I NOTE 3 - DET AlLED NOTES ON ALL FU1\TDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 2. Defined Contribution - Statewide The City provides pension benefits for its elected local government officials through a defined contribution plan administered by the Public Employees Retirement Association (PERA). The Public Employees Defined Contribution Plan (PEDCP) is a multi-employer deferred compensation plan. Elected officials who are covered by a public or private pension plan because of their employment are not eligible to participate in the PEDCP. Plan benefits depend solely on amounts contributed to the plan plus investment earnings. J\1innesota Statutes, Chapter 353D.03 requires that both the elected local govemment official and the City contribute an amount equal to 5% of the elected local government official's salary. There is no vesting period required to receive benefits in the PEDCP. The City's total payroll in the year 2001 was $ 722,476. The City's contributions were calculated using the base salary amount of $ 20,396. Both the City and the elected local government official made the required 5% contribution, amounting to $ 1,020 ÍÌ'om each source, or $ 2,040 in total. 3. Deferred Revenue Deferred revenue at December 31, 2001, consisted of: Debt Capital General Service Projects Total Taxes Receivable· Delinquent S 5,036 S 2,066 S 0 S 7,102 Special Assessments Receivable - Deferred 7,418 1,599,340 145,699 1,752,457 Delinquent 208 3,091 0 3,299 Total S 12.662 $ 1.604.497 S 145.699 S 1,762,858 - - 25 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 31,2001 NOTE 3 - DETAILED NOTES ON ALLFUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 4. Bonds Payable The following is a summary of bond transactions for the year ended December 31, 2001: General Obligation General General Special Obligation Obligation Assessment Revenue Revenue Total Bonds Payable - January 1, 2001 $ 1,125,000 $ 3,235,000 $ 930,000 $ 960,000 $6,250,000 Bonds Issued 0 810,000 640,000 0 1,450,000 Bonds Retired (40,000) (210,000) (70,000) (40,000) (360,000) Bonds Payable - December 31, 2001 $ 1,085,000 $ 3,835,000 $ 1,500,000 $ 920,000 $7,340,000 Bonds outstanding at December 31, 2001, comprise the following issues: General Obligation Bonds: $ 1,235,000 General Obligation Bonds of 1997 due in annual installments of$ 35,000 to $ 100,000 through December 1, 2017, interest at 4.00 to 5.75 percent $ 1,085,000 General Obligation Special Assessment Bonds: $ 200,000 General Obligation Improvement Bonds of 1992 due in annual installments of$ 10,000 to $ 20,000 through December 1, 2007, interest at 4.60 to 6.40 percent 105,000 $ 550,000 General Obligation Improvement Bonds of 1993 due in annual installments of $ 25,000 to $ 50,000 through December 1, 2008, interest at 3.00 to 5.30 percent 300,000 $ 1,280,000 General Obligation Improvement Bonds of 1996 due in annual installments of $ 60,000 to $ 120,000 through December 1,2011, interest at 4.30 to 5.90 percent 950,000 - - 26 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINAl"JCIAL STATEMENTS December 31, 2001 (Continued) NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 4. Bonds Payable (Continued) General Obligation Special Assessment Bonds: (Continued) $ 545,000 General Obligation Improvement Bonds of 1998 due in annual installments of $ 25,000 to $ 50,000 through December I, 2013, interest at 3.85 to 5.00 percent S 470,000 $ I ,330,000 General Obligation Improvement Bonds of 1999 due in alillual installments of $ 65,000 to $ 125,000 through December I, 2014, interest at 4.875 to 5.20 percent I ,200,000 $ 810,000 General Obligation Improvement Bonds of2001 due in annual installments of $ 160,000 to $ 165,000 through December I, 2006, interest at 3.00 to 3.85 percent 810,000 Total General Obligation Special Assessment Bonds 3,835,000 General Obligation Revenue Bonds: $ 475,000 General Obligation Water Revenue Bonds of 1992 due in annual installments of $ 30,000 to $ 50,000 through December 1, 2005, interest at 4.00 to 6.00 percent 190,000 $ 780,000 General Obligation Water Revenue Bonds of 1996 due in annual installments of $ 20,000 to $ 70,000 through December I, 2016, interest at 4.30 to 6.00 percent 670,000 $ 640,000 General Obligation Sewer Revenue Bonds of2001 due in an annual installments of $ 25,000 to $ 45,000 through December I, 2021, interest at 3.30 to 5.15 percent 640,000 Total General Obligation Revenue Bonds 1,500,000 Revenue Bonds: $ 960,000 EDA Public Project Revenue Bonds of2000 due in annual installments of $ 40,000 to $ 95,000 through December I, 201S, interest at 5.60 to 6.60 percent 920,000 - TOTAL BONDS PAYABLE $ 7,340,000 - 27 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS ~ December 31,2001 - NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 4. Bonds Payable (Continued) The annual requirements to amortize all bonded debt outstanding as of December 3l, 200 I, including interest payments of $ 2,967,655 are: General Obligation General Year Ending General Special Obligation December 31 , Obligation Assessment Revenue Revenue Total 2002 $ 103,055 $ 575,806 $ 178,550 $ 102,000 $ 959,411 2003 100,985 577,986 169,047 99,435 947,453 2004 103,870 560,989 174,293 101,825 940,977 2005 10l,470 562,863 168,907 98,900 932,140 2006 104,020 548,225 118,493 100,950 871,688 Thereafter 1,149,570 2,143,033 1,454,795 908,588 5,655,986 Totals $ 1,662,970 $ 4,968,902 $ 2,264,085 $ 1,411,698 $ 10,307,655 - 5. Loans Payable - The following is a summary of loan transactions for the year ended December 31, 2001: Steams Electric Loans Payable - January I, 2001 $ 249,742 Loans Issued 0 Loans Retired 26,658 Loans Payable - December 31, 2001 $ 223,084 The annual requirements to amortize all loans outstanding as of December 31, 2001, including interest payments of $ 10,156 are: 2002 $ 29,155 2003 29,l55 2004 29,155 2005 29,155 2006 29,155 2007-2009 87,465 - Totals $ 233,240 - 28 CITY OF ST. JOSEPH, MINNESOTA - NOTES TO THE FINANCIAL STATEMENTS December 31, 2001 - NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) B. Liabilities (Continued) 6. Conduit Debt Obligations Conduit debt obligations are certain limited-obligation revenue bonds or similar debt instruments issued for the express purpose of providing capital financing for a specific third party. The City has issued various revenue bonds to provide funding to private- sector entities for projects deemed to be in the public interest. Although these bonds bear the name of the City, the City has no obligation for such debt. Accordingly, the bonds are not reported as liabilities in the financial statements of the City. As of December 31, 200 I, the City's conduit debt consisted of the following: Outstanding Balance 12/31101 Commercial Development Revenue Note (Independence Center) Series 2001 $ 605,000 - - C. Fund Equity Fund equity balances are classified as follows to reflect the limitations and restrictions of the respective funds: 1. Fund Balance a. Reserved Fund Balance is comprised of the following: General Debt Service Total Notes Receivable $ 20,000 $ 0 $ 20,000 Debt Service 0 2,494,904 2,494,904 Total $ 20,000 $ 2,494,904 $ 2,514,904 - - 29 CITY OF ST. JOSEPH, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS December 3l, 2001 NOTE 3 - DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) C. Fund Equity (Continued) 1. Fund Balance (Continued) b. Unreserved fund balance is comprised ofthe following: Special Capital General Revenue Projects Total Designated for Fire $ 595,007 $ 0 $ 0 $ 595,007 Designated for Fire Hall 2,438 0 0 2,438 Designated for Capital Expenditures (49,792) 0 0 (49,792) Designated for Debt Service 174,745 0 0 174,745 Designated for Working Capital 250,000 0 0 250,000 Undesignated 707,117 44,682 193,851 945,650 Total Unreserved Fund Balance $ 1,679,515 $ 44,682 $ 193,851 $ 1,918,048 2. Contributed Capital Contributed capital in the Enterprise Funds represents fixed assets which were purchased by other funds and transferred to the Enterprise Funds. Contributed capital is as follows: Balance December 31. 2000 $ 5.519.572 Canital Contributed in 2001 1.1 ó1.595 Balance December 31. 2001 '!; n n~n 1 n7 - - 30 CITY OF ST. JOSEPH, lVßNNESOT A NOTES TO THE FINANCIAL STATEMENTS December 31,2001 NOTE 4 - SEGMENT INFORMATION FOR ENTERPRISE FUNDS The City maintains three Enterprise Funds which provide refuse, water and sewer services. Segment infonnation for the year ended December 31,2001, is: Refuse Water Sewer Fund Fund Fund Total Operating Revenues $ 145,007 $ 226,998 $ 284,672 $ 656,677 Depreciation 0 58,343 84,052 142,395 Operating Income (Loss) 31,591 5l,977 (31,993) 51,575 Operatin,g Transfers Out (10,000) ( 40,000) (247,000) (297,000) Net Income (Loss) 30,649 48,042 9,45 I 88,142 Contributed Capital 0 2,915,424 3,767,743 6,683,167 Fixed Assets - Acquisitions 0 9,295 0 9,295 Net Working Capital 156,893 307,946 532,998 997,837 Total Assets 168,836 3,154,681 3,242,595 6,566,112 Total Equity 156,893 3,128,264 3,191,475 6,476,632 NOTE 5 - RISK MANAGEMENT The City is exposed to various risk of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; injuries to employees; and natural disasters. In order to protect against these risks ofloss, the City purchases commercial insurance through the League of Minnesota Cities Insurance Trust, a public entity risk pool. This pool currently operates common risk management and insurance programs for municipal entities. The City pays an annual premium to the League for its insurance coverage. The League of Minnesota Cities Insurance Trust is self-sustaining through commercial companies for excess claims. The City is covered through the pool for any claims incurred but unreported, however, retains risk for the deductible portion of its insurance policies. The amounts of these deductibles are considered immaterial to the financial statements. The City's workers compensation insurance policy is retrospectively rated. With this type of policy, final premiums are detennined after loss experience, workers compensation rates and salaries for the year are known. The final premium adjustment was recorded in the year the adjustment was made. During the year ended December 31, 200 I, there were no significant reductions in insurance coverage from the prior year. Settled claims have not exceeded the City's commercial coverage in any of the past three years. NOTE6-SUBSEOUENTEVENT - - In January 2002, the City issued $ 245,000 General Obligation Certificates of Indebtedness. 31 - - COMBINING AND INDIVIDUAL FUND - FINANCIAL STATEMENTS - - - CITY OF ST. JOSEPH, MINNESOTA THE GENERAL FUND The General Fund accounts for all revenues and expenditures of a governmental unit which are not accounted for in other funds, and it is usually the largest and most important accounting activity for state and local governments. It normally receives a greater variety and number of taxes and other general revenues than any other fund. This fund has flowing into it such revenues as general property taxes, licenses and permits, fines and penalties, rents, charges for current services, state aids, and interest earnings. The fund's resources also finance a wider range of activities than any other fund. Most ofthe current operations of governmental units will be financed from this fund. - - CITY OF ST. JOSEPH, MINNESOTA GENERAL FUND CaMP ARA TIVE BALANCE SHEETS December 31 2001 2000 ASSETS Cash and Investments $ 1,574,568 $ 1,447,215 Taxes Receivable - Delinquent 5,036 5,036 Special Assessments Receivable - Deferred 7,418 18,988 Delinquent 208 208 Accounts Receivable 42,225 6,094 Notes Receivable 20,000 30,000 Interest Receivable 32,413 31,442 Due from Other Govemmental Units 190,437 199,096 TOTAL ASSETS $ 1 ,872,305 S 1,738,079 LIABILITIES AND FUND BALANCE Liabilities: Accrued Liabilities $ 144,412 $ 102,791 Deferred Revenue 12,662 24,232 Compensated Absences Payable 15,716 19,029 Total Liabilities In,790 146,052 Fund Balance: Reserved for Notes Receivable 20,000 30,000 Unreserved - Designated 972,398 903,044 Undesignated 707,l17 658,983 Total Fund Balance 1,699,515 1,592,027 TOTAL LIABILITIES AND FUND BALANCE $ 1,872,305 $ 1,738,079 - - 32 CITY OF ST. JOSEPH, MINNESOTA GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended December 31, 200 I (With Comparative Actual Totals for the Year Ended December 31, 2000) 2001 2000 Over (Under) Budget Actual Budget Actual REVENUES: General Property Tax $ 368,465 $ 401,973 $ 33,508 $ 371,327 Tax Increments 0 1,716 1,716 2,676 Special Assessments 30,000 12,938 (17,062) 24,880 Licenses and Permits 66,910 90,366 23,456 73,607 Intergovernmental - Federal Grants 10,000 21,425 11,425 3,345 State - Local Government Aid 531,754 531,754 0 492,663 HACA 60,776 62,113 1,337 60,827 Police Aid 28,000 24,815 (3,185) 24,318 Fire Aid 2,150 24,969 22,819 25,047 Other 1,541 9,799 8,258 4,765 - County Grants 5,600 6,751 1,151 6,457 Total Intergovernmental 639,821 681,626 41,805 617,422 Charges for Services - General Government 8,110 10,144 2,034 10,766 Public Safety - Fire 144,684 143,411 (1,273) 133,326 Culture and Recreation 14,000 17,038 3,038 14,822 Total Charges for Services 166,794 170,593 3,799 158,914 Fines 73,150 80,512 7,362 85,003 Miscellaneous - Sale of Surplus Property 0 69,471 69,471 50,823 Investment Income 54,000 83,802 29,802 88,379 Park Dedication Fees 0 19,806 19,806 0 Refunds and Reimbursements 18,000 29,444 11,444 31,516 Contributions 0 27,421 27,421 36,313 Total Miscellaneous 72,000 229,944 157,944 207,031 Total Revenues 1,417,140 1,669,668 252,528 1,540,860 . 33 CITY OF ST. JOSEPH, 1\HNNESOT A GENERAL FU1\TD ST A TENIENT OF REVENUES, EXPE1\TDITURES AND CHANGES IN FU1\TD BALANCE - BUDGET A1\TD ACTUAL Year Ended December 31, 2001 (With Comparative Actual Totals for the Year Ended December 31, 2000) (Continued) 2001 2000 Over (Under) Budget Actual Budget Actual EXPENDITURES: General Govemment: Mayor and Council - Salaries and Benefits S 25,549 $ 24,747 S (802) $ 22,894 Supplies 150 236 86 0 Travel and Conferences 2,400 2,893 493 1,011 Adveriising 0 43 43 64 Insurance 550 550 0 1,000 Dues and Subscriptions 9,150 10,546 1,396 5,699 Other 0 37 37 4 Legislative Committees - Legislative Bodies 5,000 3,800 (1,200) 2,780 Other 2,275 4,496 2,221 13,045 Elections - Supplies 100 0 (100) 244 Professional Services 200 804 604 8,319 Other 8,400 759 (7,641) 1,355 - Assessing - Salaries and Benefits 10,228 10,471 243 9,967 Supplies 150 0 (150) 59 Travel and Conferences 100 130 30 0 Other 300 306 6 235 Administration - Salaries and Benefits 61,975 48,474 (13,501) 76,588 Supplies and Maintenance 7,700 6,741 (959) 6,646 Professional Services 700 1,045 345 55 Telephone 2,500 1,918 (582) 1,406 Travel and Conferences 3,000 1,240 (1,760) 2,347 Insurance 1,700 1,700 0 1,700 Capital Expenditures 29,190 20,463 (8,727) 3,489 Other 2,600 2,301 (299) 2,339 Accounting - Salaries and Benefits 39,221 29,123 (10,098) 44,668 Supplies 1,450 2,372 922 1,777 Travel and Conferences 500 328 (172) 434 Other 1,450 496 (954) 770 Independent Auditing - Services and Charges 8,400 9,736 1,336 7,860 Legal - Services and Charges 10,000 19,894 9,894 10,721 . 34 CITY OF ST. JOSEPH, MINNESOTA GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended December 31, 2001 (With Comparative Actual Totals for the Year Ended December 31, 2000) (Continued) 2001 2000 Over (Under) Budget Actual Budget Actual EXPENDITURES: (Continued) General Government: (Continued) Planning and Zoning - Annexation Fee $ 500 $ 205 $ (295) $ 253 Property Tax Sharing 3,500 30,259 26,759 8,932 Joint Planning 500 0 (500) 109 St. Wendel Sewer 0 2,801 2,801 0 General Government Buildings - Salaries and Benefits 2,461 2,116 (345) 1,958 Supplies and Maintenance 4,300 9,283 4,983 2,988 Professional Services 1,600 4,763 3,163 2,149 Telephone 650 1,145 495 812 Insurance 1,400 700 (700) 1,400 Utilities 12,800 19,691 6,891 11 ,491 Other 1,400 0 (1,400) 2,454 Cable Access 5,680 22,089 16,409 6,474 Total General Government 269,729 298,701 28,972 266,496 - Public Safety: Police - Salaries and Benefits 375,850 384,655 8,805 370,252 Supplies and Maintenance 11,200 12,334 1,134 9,270 Professional Services 31,800 30,826 (974) 35,225 Travel and Conferences 1,500 1,307 (193) 2,757 Insurance 5,000 4,882 (118) 5,708 Adveliising 100 50 (50) 126 Capital Expenditures 9,800 14,370 4,570 3,708 Other 1,870 1,108 (762) 1,230 Fire Protection - Salaries and Benefits 60,354 42,760 (17,594) 42,660 Supplies and Maintenance 16,100 12,386 (3,714) 12,769 Professional Services 4,700 7,262 2,562 44,562 Travel and Conferences 3,750 2,220 (1,530) 2,074 Fire Protection 47,000 57,801 10,801 51,340 Insurance 15,000 14,900 (100) 13,100 Utilities and Telephone 8,400 10,099 1,699 7,993 State Aid Reimbursement 25,000 27,969 2,969 30,084 Training 4,300 4,872 572 3,334 Capital Expenditures 40,700 14,125 (26,575) 23,799 Other 1,880 1,432 (448) 1,755 . 35 CITY OF ST. JOSEPH, l\HNNESOTA GENERAL FlJI'ITI STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended December 31, 2001 (\Vith Comparative Actual Totals for the Year Ended December 31, 2000) (Continued) 2001 2000 Over (Under) Budget Actual Budget Actual EXPENDITURES: (Continued) Public Safety: (Continued) Building Inspection - Supplies $ 200 S 0 S (200) $ 117 Professional Services 27 ,200 34,161 7,061 31,340 Other 5,100 3,480 (1,620) 3,863 Communication Service - Supplies and Maintenance 750 645 (105) ] ,234 Te]ephone 5,500 5,551 51 5,049 Capital Expenditures 400 0 (400) 952 Automotive Service - Supplies and Maintenance 14,500 I 6,072 ],572 20,852 Motor Vehicles 7,200 14,729 7,529 0 Emergency Management Service - Professional Services 400 380 (20) 0 Capital Expenditures 2,400 0 (2,400) 335 Other 700 0 (700) 0 - Animal Control - Supplies 100 0 (100) 0 Professional Services 700 235 (465) 485 Other 0 0 0 0 Total Public Safety 729,454 720,711 (8,743) 725,973 Public Works: Ordinance Enforcement - Professional Services 500 0 (500) 0 Street Maintenance - Salaries and Benefits 80,126 101,494 21,368 81,392 Supplies and Maintenance 16,300 15,624 (676) 9,568 Professional Services 100 0 (100) 0 Travel and Conferences 200 89 (111 ) 20 Insurance 6,000 6,642 642 5,274 Utilities and Telephone 4,750 3,989 (761 ) 3,138 Capital Expenditures 30,720 75,560 44,840 25,902 Other 700 2,127 1,427 614 Industrial Development - Professional Services 5,000 351 (4,649) 9 Ice and Snow Removal - Salaries and Benefits 24,958 32,663 7,705 21,564 Supplies and Maintenance 17,000 13,973 (3,027) 16,469 Professional Services 0 1,395 1,395 0 Capital Expenditures 8,000 314 (7,686) 0 Other 3,000 3,460 460 1,005 . 36 CITY OF ST. JOSEPH, MINNESOTA GENERAL FUND · STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended December 31, 2001 (With Comparative Actual Totals for the Year Ended December 31, 2000) (Continued) 2001 2000 Over (Under) Budget Actual Budget Actual EXPENDITURES: (Continued) Public Works: (Continued) Engineering - Professional Services $ 12,000 $ 38,080 $ 26,080 $ 37,644 Street Lighting - Supplies and Maintenance 250 23 (227) 0 Utilities 28,550 24,883 (3,667) 23,317 Capital Expenditures 1,200 5,880 4,680 1,250 Street Cleaning - 0 Salaries and Benefits 5,141 3,669 (1,472) 5,126 Supplies and Maintenance 5,500 7,082 1,582 933 Travel and Conferences 100 0 (100) 80 Capital Expenditures 1,600 0 (1,600) 0 Total Public Works 251,695 337,298 85,603 233,305 · Culture and Recreation: Participant Recreation - Salaries and Benefits 11,165 8,879 (2,286) 9,799 Supplies and Maintenance 900 2,726 1,826 6,213 Professional Services 2,000 1,300 (700) 2,407 Insurance 500 500 0 500 Advertising 100 63 (37) 257 Other 1,500 829 (671) 77 Ball Park and Skating Rink - Salaries and Benefits 2,310 10,395 8,085 8,134 Supplies and Maintenance 700 453 (247) 278 Professional Services 0 364 364 0 Rentals 100 128 0 0 Utilities 500 1,023 523 560 Capital Expenditures 0 1,623 1,623 21,431 Maintenance Shop - Supplies and Maintenance 3,725 4,588 863 1,264 Telephone 1,100 1 ,440 340 1,414 Utilities 1,250 2,192 942 1,440 Capital Expenditures 2,000 0 (2,000) 0 Other 100 0 (100) 0 Park Areas - Salaries and Benefits 50,868 54,338 3,470 52,569 Supplies and Maintenance 13,500 11,677 (1,823) 12,699 Telephone 200 227 27 329 Insurance 1,200 1,425 225 1,200 Utilities 3,800 2,176 (1,624) 1,005 · Capital Expenditures 36,720 42,471 5,751 22,159 Other 775 278 (497) 1,818 37 CITY OF ST. JOSEPH, MINNESOTA GE1\TERAL FUND STATEMENT OF REVENlJES, EXPENDITURES AND CHANGES · IN FUND BALANCE - BUDGET AND ACTUAL Year Ended December 31, 2001 (With Comparative Actual Totals for the Year Ended December 31, 2000) (Continued) 2001 2000 Over (Under) Budget Actual Budget Actual EXPENDITURES: (Continued) Culture and Recreation: (Continued) Shade Tree Disease Control - Supplies and lvlaintenance $ 75 $ 0 $ (75) $ 0 Travel and Conferences 100 55 (45) 150 Community Support - Insurance 300 300 0 300 Other 7,200 6,932 (268) 6,832 Total Culture and Recreation 142,688 156,382 13,694 152,835 Economic Development Authority: Salaries and Benefits 49,965 29,792 (20, I 73) 46,902 Supplies 500 70 (430) 130 Telephone 1,200 836 (364) 1,273 Travel and Conferences 2,000 1,394 ( 606) 1,869 Professional Services 2,000 8,720 6,720 6,915 · Capital Expenditures 400 240 (160) 186 Other 10,700 7,814 (2,886) 8,017 Total Economic Development 66,765 48,866 (17,899) 65,292 Miscellaneous: Other 500 222 (278) 1,600 Total Expenditures 1,460,831 1,562,180 101,349 1,445,501 REVENUES OVER (U1\TDER) EXPE1\TDITURES (43,691) 107,488 151,179 95,359 OTHER FINANCING USES: Operating Transfers In (Out) 0 0 0 (231,000) EXCESS OF REVENUES OVER (U1\TDER) EXPENDITURES AND OTHER FINANCING USES $ (43,691) 107,488 $ 151,179 (135,641 ) FUND BALANCE - January 1 1,592,027 1,727,668 FUND BALANCE - December 31 $ 1,699,515 $ 1,592,027 · 38 · CITY OF ST. JOSEPH, MINNESOTA SPECIAL REVENUE FUNDS , Special Revenue Funds are used to account for revenues derived from specific taxes or other eannarked revenue sources. They are usually required by statute, charter provision, or local ordinance to finance particular functions or activities of government. · · CITY OF ST. JOSEPH, IVIINNESOT A SPECIAL REVENUE FUNDS · COMBINING BALANCE SHEET December 31, 2001 With Comparative Totals for December 31, 2000 Recreation DARE Center Pro gram ASSETS Cash and Investments $ 36,532 $ 979 Interest Receivable 772 0 TOTAL ASSETS $ 37,304 $ 979 LIABILITIES AND FUND BALANCE Liabilities: Accounts Payable $ 0 $ 105 Fund Balance: Unreserved - Undesignated 37,304 874 TOTAL LIABILITIES AND FUND BALANCE $ 37,304 $ 979 · · . Lake W obegon Totals Trail 2001 2000 $ 6,370 $ 43,881 $ 36,058 134 906 779 $ 6,504 $ 44,787 $ 36,837 $ 0 $ 105 $ 0 6,504 44,682 36,837 $ 6,504 $ 44,787 $ 36,837 . . 39 CITY OF ST. JOSEPH, MINNESOTA SPECIAL REVENUE FUNDS . COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHAi'-JGES IN FU1\TD BALANCE Year Ended December 31, 200 I With Comparative Totals for the Year Ended December 31, 2000 Recreation DARE Lake Wobegon Center Program Trail REVENUES: Miscellaneous - Investment Income $ 2,161 $ (29) $ 190 Contributions 0 0 6,000 Total Revenues 2,161 (29) 6,190 EXPENDITURES: Public Safety - Supplies and Maintenance 0 477 0 Total Expenditures 0 477 0 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 2,161 (506) 6,190 FUND BALANCE - January I 35,143 1,380 314 . FUND BALANCE - December 31 $ 37,304 $ 874 $ 6,504 . - ~ Totals 2001 2000 $ 2,322 $ 2,393 6,000 0 8,322 2,393 477 92 477 92 7,845 2,301 36,837 34,536 -$ 44,682 $ 36,837 . 40 CITY OF ST. JOSEPH, MINNESOTA - DEBT SERVICE FUNDS Debt Service Funds are created to account for the payment of interest and principal on long-tenn, general obligation debt other than debt issued for and serviced primarily by a governmental enterprise. - . CITY OF ST. JOSEPH, MINNESOTA DEBT SERVICE FUNDS COJ\1BINING BALANCE SHEET December 31, 200 I \Vith Comparative Totals for December 31,2000 - General General Genera] Obligation General Obligation General Obligation Water Obligation Water Obligation Improvement Revenue Improvement Revenue Improvement Bonds Bonds Bonds Bonds Bonds of 1992 of 1992 of 1993 of 1996 of 1996 ASSETS Cash and Investments S 36,706 S 39,960 S 155.580 S 48],858 S 660,515 Taxes Receivable· Delinquent ]26 0 296 0 582 Special Assessments Receivable· Deferred 13,691 0 4],909 0 ] 33,326 Delinquent 0 0 0 0 1.031 Accounts ReceivabIe 0 3,853 0 459 0 Interest Receivable 508 844 3,285 9,1 ]9 15,425 Due from Other Governmenta] Units 0 0 0 0 0 TOTAL ASSETS S 51.03 ] S 44.657 S 20 I ,070 S 491,436 S 810.879 LIABILITIES AND FUND BALANCE Liabilities: Cash Overdraft S 0 S 0 S 0 S 0 S 0 Accounts Payable 0 0 0 0 0 Deferred Revenue 13,817 0 42,205 0 134,939 Tota] Liabilities 13,8]7 0 42.205 0 134,939 Fund Balance (Deficit): Reserved for Debt Service 37,2]4 44,657 ] 58,865 491,436 675,940 ~ - TOTAL LIABILITIES AND FUND BALANCE S 51.031 S 44,657 S 201.070 S 491,436 S 810,879 . - EDA General Public Obligation General General General Proj ect General Sewer Obligation Obligation Obligation Revenue Obligation Revenue Bonds Bonds Bonds Bonds Bonds Bonds Totals of 1997 ofl998 ofl999 of 2000 of2001 of2001 2001 2000 $ 205,926 $ 231,166 $ 0 $ 0 $ 481,728 $ 323 $ 2,293,762 $ 1,948,229 659 90 313 0 0 0 2,066 2,065 0 197,213 893,754 0 319,447 0 1,599,340 1,470,170 0 301 ],759 0 0 0 3,091 3,091 0 0 104,442 0 0 0 108,754 7,017 3,712 4,922 (1,019) (285) 27,341 0 63,852 41,312 12,500 18,561 45,021 0 0 0 76,082 58,458 $ 222,797 $ 452,253 $ I ,044,270 $ (285) $ 828,516 $ 323 $ 4,146,947 $ 3,530,342 $ 0 $ 0 $ 3,416 $ 13,475 $ 0 $ 0 $ 16,891 $ 0 1,500 0 29,155 0 0 0 30,655 0 659 197,604 895,826 0 319,447 0 1,604,497 1,475,326 2,159 197,604 928,397 13,475 319,447 0 1,652,043 1,475,326 I 220,638 254,649 115,873 (13,760) 509,069 323 2,494,904 2,055,016 $ 222,797 $ 452,253 $ 1,044,270 $ (285) $ 828,516 $ 323 $ 4,146,947 $ 3,530,342 . 41 CITY OF ST. JOSEPH, l\IINNESOT A DEBT SERVICE FlJNDS COi\1BINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - Year Ended December 31, 2001 With Comparative Totals for the Year Ended December 3], 2000 Genera] Genera] Genera] Obligation General Obligation Genera] Obligation Water Obligation \V ater Obligation Improvement Revenue Improvement Revenue Improvement Bonds Bonds Bonds Bonds Bonds of 1992 of 1992 of1993 of 1996 of]996 REVENUES: Genera] Property Taxes S 8,909 S 0 S 20,778 S 0 S 4],569 Special Assessments 2,961 0 7,93] 0 44,175 Intergovernmental 0 0 440 0 0 Miscellaneous· Investment Income 1,634 2,811 10,265 27,333 4],782 Other 0 73,266 0 20,264 0 Tota] Revenues 13,504 76,077 39,414 47,597 127,526 EXPENDITURES: Debt Service - Bond Principal 15,000 45,000 35,000 25,000 70,000 Bond Interest and Fisca] Charges 7,535 13,762 ]6,955 39,655 55,605 Tota] Expenditures 22,535 58)62 5] ,955 64,655 125,605 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES (9,03] ) ] 7,3] 5 (]2,54]) (]7,058) 1,92] OTHER FINANCING SOURCES: Operating Transfers In 0 ° 0 50,000 0 - Proceeds from the Sale of Bonds 0 0 ° ° ° Tota] Other Financing Sources 0 0 0 50,000 0 EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES (9,03] ) ] 7,3]5 (12,54]) 32,942 1,921 FUND BALANCE - January 1 46,245 27,342 ] 71 ,406 458,494 674,0]9 RESIDUAL EQUITY TRANSFER 0 0 0 0 0 FUND BALANCE (DEFICIT) . December 3] S 37.214 S 44,657 S 158.865 S 49] ,436 S 675,940 . EDA General Public Obligation General General General Project General Sewer Obligation Obligation Obligation Revenue Obligation Revenue Bonds Bonds Bonds Bonds Bonds Bonds Totals of 1997 of 1998 of 1999 of 2000 of 2001 of 200 1 2001 2000 $ 49,804 $ 7,379 $ 28,822 $ 97,169 $ ° $ 0 $ 254,430 $ 154,845 0 74,409 305,991 ° 445,424 0 880,891 423,297 62,144 ° ° ° ° ° 62,584 62,701 13,976 13,843 16,596 2,302 39,475 ° 170,017 156,690 ° 0 ° ° ° 0 93,530 78,897 125,924 95,631 351,409 99,471 484,899 ° 1,461,452 876,430 40,000 25,000 91,657 40,000 ° 0 386,657 596,394 61,335 23,013 65,392 59,240 ° 0 342,492 360,666 101,335 48,013 157,049 99,240 0 ° 729,149 957,060 24,589 47,618 194,360 231 484,899 0 732,303 (80,630) ° 0 0 ° ° 0 50,000 276,000 , 0 0 0 ° 24,170 323 24,493 61,750 ° ° 0 ° 24,170 323 74,493 337,750 24,589 47,618 194,360 231 509,069 323 806,796 257,120 196,049 207,031 241,605 32,825 ° 0 2,055,016 1,802,436 ° 0 (320,092) (46,816) ° 0 (366,908) (4,540) $ 220,638 $ 254,649 $ 115,873 $ (13,760) $ 509,069 $ 323 $ 2,494,904 $ 2,055,016 . 42 CITY OF ST. JOSEPH, MINNESOTA CAPITAL PROJECTS FUNDS Capital Projects Funds are created to account for all resources used for the acquisition of capital facilities by a governmental unit except those financed by enterprise funds. - . CITY OF ST. JOSEPH. MINNESOTA CAPITAL PROJECTS FUNDS COMB~GBALANCESHEET December 31, 2001 With Comparative Totals for December 31, 2000 2002 County Northland Street Road 121 Phase Five Improvements ASSETS Cash and Investments $ 0 $ 139,367 $ 0 Special Assessments Receivable Deferred 0 0 0 Interest Receivable 0 (13,278) 0 TOTAL ASSETS $ 0 $ 126.089 $ 0 LIABILITIES AND FUND BALANCE Liabilities: Cash Overdraft $ 30,634 $ 0 $ 15,371 Accrued Liabilities 6,978 31,112 5,630 Contracts Payable 0 0 0 Deferred Revenue 0 0 0 Total Liabilities 37,612 31,112 21,001 - Fund Balance (Deficit): Unreserved - Undesignated (37,612) 94,977 (21,001) Total Fund Balance (Deficit) (37,612) 94,977 (21,001) TOTAL LIABILITIES AND FUND BALANCE $ 0 $ 126.089 $ 0 . - Trunk Totals Sewer 2001 2000 $ 154,945 $ 294,312 $ 212,406 145,699 145,699 163,117 2,542 (10,736) 4,495 $ 303.186 $ 429.275 $ 380.018 $ 0 $ 46,005 $ 265,414 0 43,720 60,319 0 0 23,079 145,699 145,699 163,117 - 145,699 235,424 511,929 - 157 ,487 193,851 (131,911) 157,487 193,851 (131,911) $ 303.186 $ 429.275 $ 380.018 . 43 CITY OF ST. JOSEPH, MINNESOTA CAP IT AL PROJECTS FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES ~- AND CHANGES IN FUND BALANCE Year Ended December 31, 2001 With Comparative Totals for the Year Ended December 31, 2000 1999 Street City Hall County Improvements Proiect Road 121 REVENUES: Special Assessments $ 0 $ 0 $ 0 Charges for Services 0 0 0 Miscellaneous - Investment Income (18,802) (3,857) 235 Total Revenues (18,802) (3,857) 235 EXPENDITURES: Capital Outlay - Construction Costs 41,253 84,867 26,732 Other 0 0 0 Total Expenditures 41,253 84,867 26,732 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES ( 60,055) (88,724) (26,497) - OTHER FINANCING SOURCES (USES): Operating Transfers In 0 0 0 Loan Proceeds 0 0 0 Proceeds from the Sale of Bonds 0 0 0 Total Other Financing Sources (Uses) 0 0 0 EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES AND OTHER FINANCING USES (60,055) (88,724) (26,497) FUND BALANCE (DEFICIT) - January I (260,037) 41,908 (II,115) RESIDUAL EQUITY TRANSFER 320,092 46,816 0 FUND BALANCE (DEFICIT) - December 31 $ 0 $ 0 $ (37.612) . - 2002 Sewer Northland Street Capacity Trunk Totals Phase Five Improvements Conveyance Sewer 2001 2000 $ 0 $ 0 $ 0 $ 30,051 $ 30,051 $ 0 0 0 0 23,488 23,488 11,600 (16,031) 0 70 6,615 (31,770) (8,312) (16,031) 0 70 60,154 21,769 3,288 657,157 21,001 860,100 0 1,691,110 1,147,621 13,980 0 16,730 0 30,710 9,725 671,137 21,001 876,830 0 1,721 ,820 1,157 ,346 (687,168) (21,001) (876,760) 60,154 (1,700,051) (1,154,058) - -- 0 0 247,000 0 247,000 0 0 0 0 0 0 276,136 782,145 0 629,760 0 1 ,411 ,905 879,434 782,145 0 876,760 0 1 ,658,905 1,155,570 94,977 (21,001) 0 60,154 (41,146) 1,512 0 0 0 97,333 (131,911) (137,963) 0 0 0 0 366,908 4,540 $ 94.977 $ (21.00n $ 0 $ 157.487 $ 193.851 $ (131.91n . 44 CITY OF ST. JOSEPH, MINNESOTA . ENTERPRlSE FUNDS Enterprise Funds are established to account for the financing of self-supporting activities of governmental units which render services on a user charge basis to the general public. The most universal type of governmental enterprise is the public utility engaged in the provision of such basic services as water, electricity, and natural gas. Sanitary sewer systems financed by user charges have also assumed the status of public utility operations in many urban areas, and many cities have combined water and sewer systems under the same management. . - - CITY OF ST. JOSEPH, MINNESOTA ENTERPRISE FUNDS ~ COMB~GBALANCESHEET ~ December 31, 2001 With Comparative Totals for December 31, 2000 Refuse Water Sewer Fund Fund Fund ASSETS Current Assets: Cash and Cash Equivalents $ 139,571 $ 297,955 $ 451,154 Accounts Receivable 26, I 07 29,272 123,430 Interest Receivable 3,158 7 ,136 9,534 Total Current Assets 168,836 334,363 584,118 Fixed Assets: Land and Land Improvements 0 12,996 4,941 Treatment Plant and Lines 0 2,045,497 3, 128,886 Buildings 0 0 517,983 Water Storage Facility 0 1,236,542 0 Machinery and Equipment 0 90,684 179,138 0 3,385,719 3,830,948 Less: Accumulated Depreciation 0 (565,401) (l,172,471) Net Fixed Assets 0 2,820,318 2,658,477 - TOTAL ASSETS $ 168.836 $ 3.154.681 $ 3.242.595 ~ LIABILITIES AND FUND EQUITY Current Liabilities: Accrued Liabilities $ 9,330 $ 10,509 $ 37,706 Due to Other Governmental Units 0 0 0 Compensated Absences Payable 2,613 15,908 13,414 Total Current Liabilities 11,943 26,417 51,120 Fund Equity: Contributed Capital 0 2,915,424 3,767,743 Retained Earnings (Deficit) - Umeserved 156,893 212,840 (576,268) Total Fund Equity 156,893 3,128,264 3,191,475 TOTAL LIABILITIES AND FUND EQUITY $ 168.836 $ 3.154.681 $ 3.242.595 - ~ · Totals 2001 2000 $ 888,680 $ 918,114 178,809 177,690 19,828 20,608 1,087,317 1,116,412 17,937 17,936 5,174,383 4,010,789 517,983 517,983 1,236,542 1,236,542 269,822 260,527 7,216,667 6,043,777 (1,737,872) (1,595,477) 5,478,795 4,448,300 .$ 6.566.112 $ 5.564.712 $ 57,545 $ 40,820 0 17,117 31,935 28,215 89,480 86,152 6,683,167 5,519,572 (206,535) (41,012) 6,476,632 5,478,560 $ 6.566.112 $ 5.564.712 .- - 45 CITY OF ST. JOSEPH, MINNESOTA ENTERPRISE FUNDS . COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN RETAINED EARNINGS Year Ended December 31, 200 I With Comparative Totals for the Year Ended December 31, 2000 Refuse Water Sewer Fund Fund Fund OPERATING REVENUES: Charges for Services $ 145,007 $ 226,998 $ 284,672 OPERATING EXPENSES: Salaries and Benefits I 5,413 60,516 60,274 Utilities 0 20,052 8,696 Supplies 457 8,405 5,776 Sewer Use Rental 0 0 123,898 Postage 625 628 637 Repairs and Maintenance 253 12,439 19,957 Professional Fees 98 63 604 Fees and Tests 357 6,883 5,295 Dues and Subscriptions 0 428 182 Refuse Disposal 96, I 09 0 636 Depreciation 0 58,343 84,052 Insurance 0 3,717 5,017 . Miscellaneous 104 3,547 1,641 Total Operating Expenses I 13,416 175,021 316,665 OPERATING INCOME (LOSS) 31,591 51,977 (31,993) NON-OPERATING REVENUES: Investment Income 8,338 16,894 34,779 Other Revenues 720 I 9,171 0 Total Non-Operating Revenues 9,058 36,065 34,779 INCOME BEFORE OPERATING TRANSFER 40,649 88,042 2,786 Operating Transfer Out (10,000) (40,000) (247,000) NET INCOME (LOSS) 30,649 48,042 (244,214) RETAINED EARNINGS (DEFICIT) - January 1 126,244 164,798 (332,054) RETAINED EARNINGS (DEFICIT) - December 31 $ 156.893 $ 212.840 $ (576.268) - - · Totals 2001 2000 $ 656,677 $ 541,715 136,203 126,903 28,748 27,218 14,638 13,440 123,898 125,470 1,890 1,249 32,649 7 765 19,506 12,535 8,438 610 690 96,745 89,101 142,395 125,139 . 8,734 8,015 5,292 2,737 605,1 02 547,913 51,575 (6,198) 60,011 64,611 19,891 17,801 79 ,902 82,412 131,477 76,214 (297,000) (45,000) (165,523) 31,214 (41,012) (72;226) $ (206.535) $ (41.012) - - 46 CITY OF ST. JOSEPH, MINNESOTA ENTERPRISE FUNDS . COMBINING STATEMENT OF CASH FLOWS Year Ended December 31, 200 I With Comparative Totals for the Year Ended December 31, 2000 Refuse Water Sewer Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: Operating Income (Loss) $ 31,591 $ 51,977 $ (31,993) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided by Operating Activities: Depreciation 0 58,343 84,052 Other Non-Operating Revenues 720 19,171 0 Change in Assets and Liabilities: Accounts Receivable (151 ) (464) (504) Accrued Liabilities 1,301 (567) 15,991 Due to Other Governmental Units 0 0 (17, II 7) Compensated Absences Payable 864 189 2,667 Total Adjustments 2,734 76,672 85,089 Net Cash Provided by Operating Activities 34,325 128,649 53,096 CASH FLOWS FROM NONCAPIT AL . FINANCING ACTIVITŒS: Operating Transfer to Other Fund (10,000) (40,000) (247,000) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITŒS: Capital Acquisitions 0 (9,295) 0 CASH FLOWS FROM INVESTING ACTIVITŒS: Investment Income 7,509 14,919 38,363 Net Increase in Cash and Cash Equivalents 31,834 94,273 (155,541) Cash and Cash Equivalents, January I 107,737 203,682 606,695 Cash and Cash Equivalents, December 31 $ 139.571 $ 297.955 $ 45l.l54 - - . Totals 2001 2000 $ 51,575 $ (6,198) 142,395 125,139 19,891 17,801 (1,119) (26,756) 16,725 (82,614) (17,117) 8,902 3,720 (8,891 ) 164,495 33,581 216,070 27,383 . (297,000) (45,000) (9,295) (2,969) 60,791 55,591 (29,434) 35,005 918,114 883,109 $ 888.680 $ 918.114 -. - 47 CITY OF ST. JOSEPH, MINNESOTA STATEMENT OF GENERAL LONG-TERM DEBT . December 31, 2001 2001 2000 A1\10UNT AVAILABLE AND TO BE PROVIDED FOR THE PAYMENT OF GENERAL LONG- TERì\tl DEBT: Amount Available in Debt Service Funds $ 2,494,904 $ 2,055,016 Amount to be Provided from Special Assessments 1,602,431 1,473,261 Amount to be Provided for Compensated Absences Payable 54,584 51, 7 54 Amount to be Provided for Retirement of General Long- Tenn Debt 3,465,749 2,971,465 TOTAL A V AILABLE A1\TD TO BE PROVIDED FOR RETIREMENT OF GENERAL LONG-TERM DEBT $7,617,668 $ 6,551,496 GENERAL LONG-TERM DEBT: Compensated Absences Payable $ 54,584 $ 51,754 Bonds Payable 7,340,000 6,250,000 Loans Payable 223,084 249,742 TOTAL GENERAL LONG- TERt\1 DEBT $ 7,617,668 $ 6,551,496 . - - 48 . CITY OF ST. JOSEPH, MINNESOTA REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS May 8, 2002 Honorable Mayor and City Council City of St. Joseph St. Joseph, Minnesota We have audited the financial statements of City of St. Joseph, Minnesota as of and for the year ended December 3l, 2001, and have issued our report thereon dated May 8, 2002. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Compliance As part of obtaining reasonable assurance about whether the City's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, . regulations, contracts, and grants, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance that are required to be reported under Government Auditing Standards. Internal Control Over Financial Reporting In planning and performing our audit, we considered the City's internal control over financial reporting in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and not to provide assurance on the internal control over financial reporting. However, we noted a certain matter involving the internal control over financial reporting and its operation that we consider to be a reportable conditions. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of the internal control over financial reporting that, in our judgment, could adversely affect the City's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. The reportable condition is described in the accompanying Schedule of Findings and Corrective Action Plans on Compliance with Minnesota Statutes and Internal Controls. .- - 49 A material weakness is a condition in which the design or operation of one or more of the . internal control components does not reduce to a relatively low level the risk that misstatements in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the nonnal course of perfonning their assigned functions. Our consideration of the internal control over financial reporting would not necessarily disclose all matters in the internal control that might be reportable conditions and, accordingly, would not necessarily disclose all reportable conditions that are also considered to be material weakness. However, we do not believe the reportable condition described is a material weakness. We also noted other matters involving the internal control over financial reporting that we have reported to the management of the City of St. Joseph, MiImesota in a separate letter dated May 8, 2002. This report is intended solely for the infonnation and use of the City's Administration, City Council, and state and federal awarding and oversight agencies, and is not intended to be, and should not be, used by anyone other than those specified parties. KtA-}-) ÌJe.-MftIUJ ¡ V UA-l¡ ¿,fd. Kern, DeWenter, Viere Ltd. St. Cloud, Minnesota . - - 50 CITY OF ST. JOSEPH, MINNESOTA . AUDITORS' REPORT ON LEGAL COMPLIANCE May 8, 2002 Honorable Mayor and City Council City of St. Joseph St. Joseph, Minnesota We have audited the financial statements of the City of St. Joseph as of and for the year ended December 31, 2001 and have issued our report thereon dated May 8, 2002. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the provisions of the Minnesota Legal Compliance Audit Guide for Local Government, promulgated by the Legal Compliance Task Force pursuant to Minnesota Statutes Section 6.65. Accordingly, the audit included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. The Minnesota Legal Compliance Audit Guide for Local Government covers five main . categories of compliance to be tested: contracting and bidding, deposits and investments, conflicts of interest, public indebtedness, and claims and disbursements. Our study included all of the listed categories. The results of our tests indicate that for the items tested, the City of St. Joseph complied with the material tenns and conditions of applicable legal provisions. This report is intended solely for the infonnation and use ofthe City's Administration, City Council, and state and federal awarding and oversight agencies, and is not intended to be, and should not be, used by anyone other than those specified parties. j(-t.41L7 })¿Ml1--tvO~ t/~, ¿I-d. Kern, DeWenter, Vi ere, Ltd. St. Cloud, Minnesota - - 51 CITY OF ST. JOSEPH, MINNESOTA . FJ1\TDINGS AND CORRECTIVE ACTION PLANS ON COI'vlPLIANCE \VITH MINNESOTA STATUTES AND INTERi"JAL CONTROLS Y ear Ended December 31, 2001 CURRENT AND PRIOR YEAR INTERNAL CONTROL FI1\TDING: The City does not have adequate segregation of duties due to a limited number of office employees. CORRECTIVE ACTION PLAN (CAP): 1. Explanation of Disagreement with Audit Finding There is no disagreement with the audit finding. 2. Actions Planned in Response to Finding City Council will review current segregation of duties to detem1ine if further segregation is possible. 3. Official Responsible for Ensuring CAP Larry Hosch, Mayor, is the official responsible for ensuring corrective action of the deficiency. 4. Planned Completion Date for CAP . The plalmed completion date for the CAP is December 31, 2002. 5. Plan to Monitor Completion of CAP The City Council ,vill be monitOling this corrective action plan. - - 52 . CITY OF ST. JOSEPH, MINNESOTA FINDINGS AND CORRECTIVE ACTION PLANS ON COMPLIANCE WITH MINNESOTA STATUTES AND INTERNAL CONTROLS Year Ended December 31, 200 I (Continued) PRIOR YEAR STATE STATUTE FINDING: Minnesota Statute Sec. 118A.02, Subd. 1 provides that all government units are to designate, on an annual basis, an official depository or have the board designate authority to the treasurer or executive director to exercise the powers of the board in designating an official depository for funds. The designation is to be documented within the City's minutes. The City ofSt. Joseph did not properly designate depositories as official depositories for the City's funds. CORRECTIVE ACTION TAKEN: The City designated the depositories as official depositories for the City's funds in the meeting minutes. PRIOR YEAR STATE STATUTE FINDING: . Minnesota State Statute 574.26 requires that contractors doing public work pledge a perfonnance bond in an amount not less than the contract price ifthe contract is greater than $ 10,000. The City failed to obtain perfonnance bonds on two different projects during 2000. CORRECTIVE ACTION PLAN TAKEN: Perfonnance bonds were obtained for applicable projects in 2001. - - 53 .~2.4/02 1.3;..45 FAX 320 229 4301 SED ~OO1 . .~ fi, ....591 1200 25th Avenue Soutll, P.O. Box 1711, St. Cloud, MN 563G2-'717 320.229.4300 320.229.4S01 FAX .; -e , Î\I, P-f'Chitlcture engineering . environmental . lra,uþ()rtatioll '.'. . ..... ~. ..' :!~.,.u. ....".....~ .1 "..,. -,..!'II'·...·June24 2002 RE: City of St. Joseph _""I.~.t+· ' SCDP Administration ._"t!. ...mnw· SEH A-STJOE0209.00 .s~.m.,,!"· . æ· ,," ......,., Ms. Judy Weyren3 :"""1!"1H··· City Clerk/Administrator ~--..."- .., City of St. Joseph 25 College Avenue North St. Joseph, !l,iN 56374-0668 Dear Judy: - . " The Grant Agreement wìth DTED for the SCDP Grant awarded to St. Joseph include$ !:teveral ...... .,. -f.! special conditions. The special conditions include Excessive Force Resolution; Notification "'f.~ tI, -...-.,..... Drugfree Workplace; and a Fair Housing Plan. All of these resolutions are attached for you to copy =:~:::. and include in the council packets. ...........to« ~.~ .. .:::=: The Mayor and Counci1 must review and act upon the above referenced items. As you know, I will ....þ"M· be attending the June 27. 2002 City Council meeting for review/approval of the Assessment '~¡11'~:!!: Abatement Policy, -which is also attached. I would lìketo add the above items to my time on the E=' ageDda a1~ng with a con~act a~~t betweend,. City of 81. Joseph and SEll Inc., if possible. :... .. .~:... For your mformation, I will bnefl,y dJSCUSS each Item. · Excessive Force: The City must adopt and enforce a policy to prohibit the use of excessive force by Jaw enforcement agencies within h jurisdiction against any individuals engaged in - non-violent civil rights demonstrations: The Council must adopt the enclosed policy. · Drugfree Workplace: The City must provide· a drugfree work~lace. The City must also . . . ". provide drugftee awareness programsrmformation to employees. Document is cnc1osed. J_ *.. I.i ¥4,.'Þ 'II,' ....,.,.......1t.. ... · Fair Housing Plan: Grantees must provide á plan for Fair Housing. By adopting the plan, -..~.._~. the City and Wright County Community Action. Inc. ensure to dísseminate Fair Housing . .'T""''''.' .r· ........... I I "- înfo{TIlation, provide referæls, work with local lenders and Realtors, etc: Council must adopt ...It "i. twWf 'f the plan, which is enclosed. ..'.d;!. ..'CUIIII' . . =~t:~:¡" ::Iknow this is quite a bit ofinformation to discuss, but if the Mayor and Council have a.dequate time. ~ 'JUt"I'.... to review the information, it will be beneficial. ~toft·t,-+. ).~!'!" ~~f!'!f'1tt'I' If you bave any questions prior to my appearance at the next City Council meeting, please feel free ,,-... ".~ -101- I . to call me at 320.229.4386. .. 5I1Drt ERioH Høndrlçk$Qn Inc. YourTrusted Resource Equal Opportunity Employer >I- "," . . _~ ~ r 41. "'* ~H "1''- 1!'~"'~''1:'-J''!1 ....--."..,.0...... 11"- I ,.., P""..... ..trt....".lþ .,-. "I.i~..u¡:,. " L.6~~.. ~.............,.,.., -~f24/02 13:45 FAX 320 229 4301 SEH llIoo2 ........~~ :-- , a1l...j.. u ..~. . .1 . .'."IS , ......Ihbt. . .~.t4II~..· SCDP Special Conditions Letter ~JL,,-fl1 .: 'June 24,2002 ::t::t:::: Page 2 . .....-." " ......."1"1'.> . r4<-.. .._tot- Sìncerely, SHORT h"LLIOTI HENDRICKSON INC. 'fl" Ii ,;'løG~~ .,- " H' \..,... *1". .., Heidi Peper _~tiln* u: tJ ¡ Community Development Manager '~H-_,!!f'.'. ............~_..*. .,......to....,.!~ . . ,_, II. .......1. Enclosures I '.~Ifl-" 111 .......11 , . I þt"'!tt\;~ . . 1 L AII~',' . e=. - , .... .......1' ,. .,..,..,.,. ""';''' > '-~'" - .... ..... . ... ... ". ">1.4,,, Jr. ,.!f;"'P iii ~""''T!'>'''' "'!"'--m- ~ ." ""b.~. I It J ............/. _I . q.iìl III N' , In J ......11* 1 J.A~¡~..It . I l_I".....·· 'II '".¥nf 'Y"·i.ifpl ~ i. . .....-.... ......111· , ~~.',. -fo"'.-. ·,...-M. . "I-< ~ . ". ,jµ" .j. .-1 t1 'ltl,' " ¡ 111 ' ~...~'1!"'.¡-'. ~~'fl , . t>...'" ~I "I ~ 111. ...tit!. ...-... lut.ljiur... . L.....)ItIl~ ' U..14I1114,..It . ."4_'¡'~"" H ,".L.!n, .. :::::= . ...._*11 .. "'1t't'1' -..1t I' > .---..--...-... City of St. Joseph Special Assessment Abatement Policy I. Applicability and Scope of the Assessment Abatement Program A. Purpose The St. Joseph Assessment Abatement Program is designed to pay special assessments levied against residential properties owned and occupied by low and moderate income persons. Grant funds will be used for a public improvement project consisting of extension of sanitary sewer and water systems and street improvements. B. Area of Operation Assessment abatements will be made available to all eligible residents within the recently annexed area along Steams County Road 121 Improvement Proj ect area (see attached map). C. Effective Date The St. Joseph Assessment Abatement Program will become effective on the date approved by the St. Joseph City Council. D. Administration The City of St. Joseph has entered into a contract with Short Elliott Hendrickson Inc. (SEH) - to administer the Assessment Abatement Program in accordance with applicable governing laws of the State of Minnesota and the Minnesota Department of Trade and Economic - Development Small Cities Development Program (SCDP). The City shall have the power to amend, alter, or supplement this policy document, if necessary, in order to bring the Program into compliance with higher governing regulations, orifit serves the purposes of the Program. II. Form of Assistance ..6: The SCDP grant funds utilized in the S1. Joseph Assessment Aba1~':~',¡: rogram will be used to pay municipal sa~tary sewer, water and street. assessments 1evie4l'irf"e§,Ïdential properties owners and occupIed by low and/or moderate mcome pers~~ 1P t¡ '$1' III. Program Eligibility Requirements - Single-family' 4:ed Housing . . The ehg¡blhty. of apphcants for the Assessmit ~~gram W1Il be detennmed by third- party venficatlOD that the household meets . ...~wm!!'reqUlIements: · ResIdency/Property Reqmrement ~1 W' · Income Requirements EstabliShet .the JIþ Department of Housing and Urban Development (HUD) for Steams:·'~trÞ A. Residency/Property Requirements 1. The home must be owned by the applicant, or the applicant must be the purchaser of the property under contract for deed or other similar contractual agreement for the purchase of real property. The applicant must have at least a one-third interest in the ownership of . the property. 2. The home must be owned and occupied by the applicant. 3. The home must be the applicant's primary place of residence. 4. Mobile homes or trailers are not eligible UIÙess placed on property owned by the applicant or being purchased under a real estate contract. 5. Vacant property will not be eligible for the Assessment Abatement Program UIÙess the property is included as homestead under the applicant's property tax statement. B. Income Requirements I. Gross income limits for participation in the program shall be 80% of Median Income Limits established by HUD for Section 8 Rental Assistance program as adjust~f{)T family size (see attachment). Should these limits be updated at least 30 days prior to verification, the most current limits will be used. 2. For the purposes oftrus program, projected income during the twelve months immediately following the application will be used to detennine eligibility. Due consideration will be given to the applicant's income history. The method of calculating income eligibility will be the procedure used to detennine eligibility for the Section 8 Rental Assistance Program. IV. Program Eligibility Requirements - Multi-unit Rental Occupied Housing. _ The eligibility of applicants for the Assessment Abatement Program will be determined by third- party yerification that the household meets the following requirements: A. Residency/Property Requirements · For rental housing unit properties, 51 % of units must be occupied by low- or moderate- income (LMI) households as defined by HUD for Steams County. B. Income Requirement __'j t · Gross income limits for participation in the program shall be ~ø~¿Q:~'fv1edian Income Limits established by HUD for the Section 8 Rental Assistance progt4iñ as'ciâjµsted for family size (see attachment). Should these limits be updated at leastâ_O~~axs_~priò'ftò verificationç4he- c:" most current limits will be used.~, )~'~::J-'-~~-~~" -~ __~-¥~' L~O ~,& - .": ,=- · At least 51 % of the applicable rental h01.1;Sing1yfñts Ww.§!J5é occupied by households whose "'.,=,- - -:' - - .'--'--,-:: '--~~-"-;-'-:- income is at or below the Income Req~Wéªt,. ,;;éc::' '-'--' - -.- ~- --, - - - - .,....,--- . -~--<, _,r:ic.'":,:~·~;;\. "i-':'~'":~ . ,- --- ~-<- -~,':~-~ """---::::;;- ':.: ::.~~, · The property owner will be requir~ito e:q!~~mto a rental agreement to assure that rents are affordable to low and moderate in'g~pj~;ñ6useholds for a five (5) year period. Affordable rents are defined as those that do nofêxceed HUD Fair Market Rents for Steams County (see attachment). · All tenants must be provided with a "General Notice" which explains the proposed project, tenants rights, and responsibilities. . · All tenants will complete a tenant survey that provides information about household size and income and other relevant information that may be verified by a third party. V. Application Process A. A specific time period, during which applications for assessment abatement will be accepted, will be established and publicized; Notice of the program will be sent to all property owners with an explanation ofthe program and the application procedure. The final date for receipt ofthe applications will be approximately four weeks prior to the final assessment hearing. B. All applications will be made to Short Elliott Hendrickson Inc. Staff will review and verify; all information will be used to determine compliance with the ResidentlProperty Requirements and the Income Requirements. C. If the applicant meets the requirements, the special assessment will be paid in full on behalf ofthe applicant within 30 days of the assessment role being finalized by the S1. Joseph City council. D. The Assessment Abatement Program will no longer be available after the cut-off date established by the City Council prior to the final assessment hearing. - - - RESOLUTION BE IT RESOLVED that the City Council of St. Joseph does hereby adopt a Civil Rights , Policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations. Adopted this 2ih day of June 2002. Larry Hosch, Mayor ATTEST: Judy Weyrens; City Clerk/Administrator - - - ~- Grantee Name: City of St. Joseph Acting on behalf ofthe above named grantee as its authorized official, I make the following certifications and agreements to the Department of Trade and Economic Development (DTED) regarding the sites listed below: 1. I certify that the above named grantee will provide a drug ftee workplace by: A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition. B. Establishing a drugftee awareness program to infonn employees about the following: (1) The dangers of drug abuse in a drug ftee workplace; (2) The grantee's policy of maintaining a drug ftee workplace; - (3) Any available drug counseling, rehabilitation and employe~ assistance - programs; and - (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. C. Making it a requirement that each employee ofthe grant be given a copy of the statement required by Paragraph A. D. Notifying the employee in the statement required by Paragraph A that, as a condition of employment with the grant, the employee will do the following: (1) Abide by the tenns of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction. E. Notifying the DTED field office within ten (10) days of receiving notice under subparagraph D (2) from an employee or otherwise receiving actual notice of such conviction. F. Taking one (1) of the following actions within 30 days of receiving notice under . subparagraph D (2) with respect to any employee who is so convicted: (1) Taking appropriate personnel action against such employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or local health, law enforcement or other appropriate agency. G. Making a good faith effort to continue to maintain a drug free workplace through implementation of Paragraphs A through F. Larry Hosch, Mayor - - . Fair Housing Plan -- Minnesota Small Cities Development Program State of Minnesota CDAP Grantee #: CDAP-OI-0125-0-FY02 Date: June 27, 2002 Applicant Name: City of S1. Joseph The purpose ofthis plan is to formally declare the conviction and the intention ofthe City of S1. Joseph to achieve the aims ofthe Fair Housing Act and to assist the Secretary of Housing and Urban Development for the promotion and assurance of equal opportunity in housing with regard to race, color, religion, sex, handicap, familial status, national origin, or public assistance status. For the purposes ofthis plan, the following definitions will apply. 1. Discriminatory housing practices means any act that is unlawful under the Fair Housing Act. 2. Dwelling means any building, structure or portion thereof, which is occupied as, or designed or intended for occupancy as, a residence by one or more families. 3. Fair Housing Act means Title vrn of the Civil Rights Act of 1968, as amended by the Fair Housing Amendments Act of 1988 (42 D.S.C. 3600-3620). . 4. Familial status means one or more individuals (who have not attained the-age of 18 years) being domiciled with: a. A parent or another person having legal custody; or b. The designee of such parent or other person having such custody, with the written permission of such parent or other person. 5. Handicap means, with respect to a person, a physical or mental impairment, which substantially limits one or more major life activities. It will be the plan of the City of S1. Joseph to formally support equal opportunity for all residents or persons who wish to become residents of the City ofSt. Joseph, and to ensure their rights to obtain decent, safe and sanitary housing. The City of St. Joseph will not tolerate· discriminatory practices within its jurisdiction. The following practices have been declared to be discriminatory and unlawful under the Fair Housing Act: Page 1 of2 . Fair Housing Plan - City ofSt. Joseph 1. To refuse to sell or rent or to negotiate for the sale or rental of any property based on race, creed, . color, sex, religion, national origin, marital status, familial status, handicap, or in regard to public assistance. 2. Discrimination in terms, conditions, and privileges and in services and facilities. 3. Engage in any conduct, which makes dwellings unavailable or denies dwellings to persons. 4. Make, print, or publish or cause to make, print, or public discriminatory advertisements. 5. To represent that a dwelling unit is not for sale or rent when in fact it is. 6. To engage in blockbusting. 7. To deny access to or membership or participation in, or to discriminate against any person in his or her access to or membership or participation in, any multiple-listing service, real estate broker's association, or other service organization or facility relating to the business of selling or renting a dwelling or in the terms or conditions or membership or participation. Whenever a complaint alleging a discriminatory housing practice is received within the jurisdiction of the City of St. Joseph, the City of St. Joseph will assist households who may have been discriminated against by providing the following services: 1. The City of St. Joseph will post Fair Housing information in public places and will provide information in the Spanish Language. 2. The City of St. Joseph will provide Fair Housing information (pamphlets) to all interested parties. 3. The City of St. Joseph will provide referral information concerning the ability of alleged discriminated households to make formal complaints to the State of Minnesota Department of Human Rights or to the U.S. Department of Housing and Urban Development. 4. The City of S1. Joseph will provide referral information enabling alleged discriminated households to contact Legal Services and the Minnesota Migrant Council. This Fair Housing Plan is adopted by the St. Joseph City Council this 27th day of June, 2002. 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" ~ S <1! ~ § '" * ~.. . ". ~ I ~ r,,¡ ,-i'¡"i 1AI " '# I 0 ...; ~ I .., r,,¡' 8 H ... FJ .... ÿ) ~:-o ~ ~:s '*"'. :¡¡in ¡.¡;" o~ -?:' O::s II>< "'.~ ~~ ~:>< ~..J 1:... ~¡ UI..J -,..:¡ ~¡:¡ ..,.....".11"~1r!....,. ~~ _H .", H .H _H ~~ s;: C"1 8~ ~~ '6~ ð~ 'g:i! fj~ ~...............« C DJ< I~ I Its. ~)1.. 1:.(>" 1/IrL> Pobo ..,r,.., or... <It. ~... rXlf<. ~ , .. L .,.. .-I .= '" I CO 0 8~~ '" <=> ., 0 -< 0 c <:> '" ..- I I J _ ~ 1" ,., ~~~ g~~ 'g~g ~ ~H~ $2:; ()~~ ~g :z;o ~~ , () I:> ;,;", ·ì.I'I.jhÞI~' ... .-IHI:> ¡'¡"IJ'> IDHQ;) I-<OC' <:1-<'<> ()...... . .... .0 ~ 1/1 1-<"'" HO> ..c B~U'\ mOlt'> )OO~... 1j~1t'> .,.. pt-- oQ" ..,¡:¡", ç;¡,., S-:o c.... I. ..,Im" r;¿¡ ""$I ,,~ ...00 :':<01 ø:5J 00t>J ¡<¡ ¡,;¡ :r. ... ::¿; ;¡: :¡; ;¡¡ :.;: .11~e· tlJE- .. .. " .. .. " .. - .. - ,.:;,: N .. N .. N .. N .. N .- N - N .. N .. C" .. N .. L~.4¡.¡..",· !Q f5~ 00 ¡oJ o¡,;¡ Q"¡ gSJ OúJ ON Qti oúJ otiJ c·.... OZ 0:<: ~¡§ 0'" 0:;: ö:.: ~ä ~Ðt~lE-' . ~.~ NO NÕ Mg NO NO Në NO ""8 u t:.) CJ u »~ u u u "'" ><;;:¡ >0:0: ><::? ¡;:a t~ :-<:>: ¡;::<: >02: ~t:5 -!Ó-< 1:..... U,H I>.H [1.1-< I>oH )0 "'" iP-H ¡:Jíd ~ ~ . ,.......11 " ..:u. ..: ,.; oC ..: -< .:: a: ~g¡ U) '" '" U¡ UJ tIJ C/] }8 e 8 .,""",,~"..' ;:¡; :::E: ;:¡; ;:¡; :z¡: ... ;:¡; _.,_ n'~"" !mp¡""""IaO'" I-h.\IJJ 204 312001 MiM<'.ou D<ponmer>t of TRek..4 E..,~¡O ¡w"do>œüt -".06/24i02 13: 51 FAX 320 229 4301 :'1:.11 Ie.J Ul<1 ø",-rr=--· .-.. -_..~. -- -. ..............,,"'"-10.. Applicant/Recipient U.5. Department of HQusing OMB ApprQved No. 2510-0011 (exp. 3131/200:3, .isClosureJUPdate Report and Urban Development 1 .Instructions. (See Public Reporting statement and Pñvacy Act Statement and detailed instructions on page 2.) . ~ . "Applicant/Recipient Information . Indicate whether this is an Inmitl Report~ Of an Update Report [ ~,;;~~:;hApplièantlRecipient NamQ, Addre1>5, and Phone (include area code): 2. SQci,.l Security Number or ~-1t!'E;¡ty of St. Joseph Employer 10 Numbèr: -~~College Avenue North; PO Box 668; St Joseph, MN 56374-0668 41-6008146 9) 363-7201 ~P,I09ram Name 4. Amount Df HUD Assistance . . ... ... ... unity Development Bloc\< Grant - MN Small Cities Development Program Requested/Recell/ed .lr.....iJ!· . $425,480 the ll4upe and locatign (5treet address. City ;;¡ncI State) of the project or activity: . Steam$. County Road 121 Î!1 51. Joseph, MN ..... It D Threshold Determinations ~tY.\'Are you apPlYing for aSSi5ænce fora speoiñç pl;>ject or activity? The';õe 2. Have ytlù received or do YQU IFxpee1 to receive as.sistance wlthin the ~.... ,..-.. .. . tenn$ do not include fOJ11'\ula grants, SI.IQf1 <1& public housing operaUtlg juri$dlction ofthe Department (HUD) , involving the project or <¡çtlvlty .< subsidy or CDBG block glãnts. (r: or furtl1er infQrmatlon see 24 CFR Sec. this application, in excess of $200,000 during this fIScal YBaf (Oot. 1 . 4.3). $ep. 30)? For further infolTn!loon. """EI 24 CFR Sea. 4.9 [Z Yes Dlllo [g! Yes o No. If you answered "No" to either question 1 or 2, Stop! You do not need to complete the remainder of this form. However, you must sign the certification at the end of the report. . .. Part II Other Government Assistance Provided or Requested I Expected Sources and Use of Funds. ::,:..~:, : Such assistance includes, but is not limited to, any grant, loal'l. subsidy, guarante¡e. insur.õ\nce, payment, credit, Of tax benefit. mt: !tF:# Ðapar1mentl$tatë/Local Agency Name and AddJ'e$$ Type of A$$imnee Amour\t Expected Usea of the Fundl "'!'T"~t"t..'" RequestedIFrO\,lldad ~~fié :, t¡.se Additional page..1f necessary,) m Interested. Parties. You must disclose: ·tle,,-elopeJ1i, conlmctors. or consultants. involved in the appli~t!on fortfJe 8S5Ì1õt.1neE! or in the planning. developmÐnt, or implementation of the ct or activity <ll'1d . øthør person wtJg has a financial interest În the project or ac:tivìty fDr whleh the a5$~ta"ce Is so ught that e>lQIi!eds $50,000 or 10 percent 01' the . . ee (whichever is lower). . /;- ......WPhabetiC$l II&!: of an personEi with a reportable financ:iallnterest Social SeC:I.1r1ty No. Type of partlclpa1ion in inancisl Intere !!Mtl!!I''''ffn1hB project gr .ctlvlty (For individuals, lve the last name fil$t or Employee ID No. ProjectlAoIhi' Pro-e<;:t/ActNi!y ($ -··.......·Short Elliott Hendrickson Inc. 41-1Zei1206 Grant admif1istratlon $1 . - . . "(Note: Use Additional pages if nec:e$sary.) .....-". .. . Certification ~:,~:~.;;'\Varning: ¡fyou knowingly ~al<e a false statement on ~Ï5 farm, you may b~ subject to civil orcri'!1inal pernltties under Section 1001 of Title 18 ofth. "!'T-,r.~þ\bd Stat~s Co?e. In addition, any pel'ECln who knowingly and materially vIOlates any required dISclosures of inform",tlo\'!, Including intentlOl'la1 non- ; . II; dl!5çlosure, 1& suèjeQt to civil money peœlty not to éXceed $10,000 for e¡;¡çh ,,¡alation. _-------..,. . , .' I cer~ify that this information jl!; true and complete. ___. . ture: . . ,. - . . ~ ¡. .. , -= '. ~' ~.'. . . . ... ___iitr.¡,.· 1i!I!'If""''tt,..." " I!t>+....."'......,...- - .. - Form HUD-2880 ( : ." ! ,!!"-<I ... . t -M ~. ~¡I!,~ I";! .ßî : ~M . Jurj &..[' 'idy A DiVISION OF ~HLLFR ,JOHNSON STEICHEN KINNARD June 10, 2002 - Judy Weyrens, Administrator St. Joseph City Hall P.O. Box 668 St. Joseph, MN. 56374-0668 RE: PROPOSED FINANCING OF S.E. UTILITY DISTRICT PROJECT Dear Judy, Attached please find a debt service analysis for the proposed SE Utility District . improvements. This example illustrates the project "standing alone," even though it will be part of a larger bond issue. Bond issuance-related expenses have been prorated as well. Approximately 82% (or $516,600.00) of the revenues required to support debt payments will come ITom special assessments. Page two of the analysis indicates that the prepaid Armory payment of$126,OOO will be paid in 2002. The balance of the remaining special assessments will be deferred until 2006, with interest accruing ITom the date the assessments are certified to the County. Annual tax levies will make: up the balance of the revenues needed to service the debt payments. If you have any questions regarding this investment activity, please do not hesitate to call me at 1-800-950-4666. Very truly yours, Juran & Moody /o/V?1k : Monte Eastvold Vice President ME/pcc t - - -.""'.'? Sccpnd /\\'\...'111.1(' South §ï'P(~~ , J400 {hj ) )n.~~27\:,-·· ·¡r)¡",i:-:., \E< )')4('2 \."'il"~;! . )i.' ~-t\{~(: SEutility.XlS CITY OF ST. JOSEPH, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS OF 2002 ::::::::::m{::{:tmm:{{mtt}:::::II:}mm}::::}tiWMfþ.~r::::::::::im;~{::m:{mm:}::fm}m:::::tttmm}::::::m{::{{:::t}::::I::':'}:::=::i::::l:f::¡::::=:l::}t:m¥~iiøi':'$.~$~mttt:::m::t::::m:m:::::tttt::mIfItt,:::::tI:::n:&1WMifSwl:.. .. Water Municipal Cap. Est. Total Statutory And State Special Interest Annual f12-1 ) Interest Debt 5.00% Sewer Highway Assessment & Tax Surplus/ Cumulative Year Principal Rate Interest Payment Coverage Rates Aid Income Levy Deficit Balance 2002 0 0.00% 9,293 9,293 9,293 0 0 128,683 0 119,291 119,291 2003 30,000 3.00% 27,878 67,878 60,771 0 0 23,436 11,000 -26,336 92,966 2004 30,000 3.25% 26,978 66,978 59,826 0 0 23,436 11,600 -24,890 68,065 2005 35,000 3.50% 26,003 61,003 64,053 0 0 23,436 12,000 -28,617 39,44' 2006 36,000 3.76% 24,778 69,778 62,766 0 0 66,986 12,500 6,720 46,16f 2007 35,000 4.00% 23,465 58,465 61,388 0 0 64,033 12,500 5,145 60,31" 2008 35,000 4.16% 22,065 67,065 69,918 ° 0 62,080 13,000 6,162 65,474 2009 40,000 4.30% 20,613 60,613 63,643 0 0 60,127 13,000 -616 64,96.' 2010 40,000 4.40% 18,893 68,893 61,837 0 0 48,174 13,600 -163 64,79r 2011 40,000 4.50% 17,1 33 67,133 59,989 0 0 46,221 14,000 232 66,02i 2012 46,000 4.60% 16,333 60,333 63,349 0 0 44,268 14,500 -4,581 60,44' 2013 45,000 4.76% 13,263 68,263 61,176 0 0 42,315 15,000 -3,861 46,68E 2014 60,000 4.90% 11,1 25 61,126 64,181 ° 0 40,362 16,600 -8,319 38,26E 2016 66,000 6.00% 8,676 63,676 66,859 ° 0 38,409 16,000 -12,460 26,81! 2016 66,000 5.10% 5,926 60,926 63,971 0 0 36,456 16,600 -11,016 14,80' 2017 60,000 5.20% 3,120 63,120 66,276 0 0 34,503 17,000 -14,773 2: 630,000 274,535 904,535 949,297 0 ° 741,825 207,500 28 \4þ..P.'íiWtî@Ni.è#.MaWt:r:::/{::::t::::/:t:::=:/:t///:tt:{{:=::::::{=t:::=:r::::t::::::¡:::::::::::¡:::::ttttt ::Á;~;j~m=¡¡iHmi{óffiW=//?/::::m::t:::{{::::?{:¡:::t:t:ttNt::t::t::t:/?::::::::r::t:::: Est. Improvement Projects (A) 602,018 Est. Amount of Assessments: $616,600 . Less: MSA Funds 0 Percentage of Issue Assessed: 82.00% Less: Grant Abatement Funds 0 1nterest Rate on Assessments: 6.00% Total Hard Costs 602,018 First Installment Collection: 2006 Add: Issuance Expenses Number of Annual Installments: 12 Est. Underwriter's Discount @1.50% 9,450 Start Date of Assessments: 1 1/30102 Est. Capitalized Interest (0 Months) 0 Est. Financial Advisory Fee 7,500 Est. Bond Counsel 1,000 ::@,Þ..w:i#.&;m:$iimm~R%IIIIm:mIt:::::I::=II::::::I:r::::::::=:::::II::::::~:::I?':::::::::: Est. Rating Fee 1,000 Est. Insurance Premium 9,000 Est. CSAH 121 0 Est. Co. Aud./O.S. Printing 200 Est. Business Park 0 Est. Registration (One-Time Fee) 1,000 Est. SE Utility Extension 602,018 Total 631,168 Est. 2002 Street Project 0 Less: Investment Income - 1,000 Other 0 Rounded For Issuance II 630,00011 Total Improvement Costs: 602,018 ]~ð$.&m'f$ffiW¢jiH:::::::::?:::::::::=:':t::==::::f==:tt:::f::::it/=f::::::i/::::::::::::::::::/::::::::::::::::::::::lit{::::::m::::::t::::=::::::::{::=::::::::::t:/{{::::::::::t:::{:::::II::::t::::tt:{{{:It:::::t:{:::::':::::::::: Bonds Dated: 8/1/02 Bonds Mature: 12/1/03 Through 12/1/17 Interest Payments: 12/1/02 & Semiannually Each 6/1 & 1211 Thereafter. Call Option: Callable 1211/2009 @ Per Plus Accrued Interest. RegistrarlPay Agent: US Bank Trust Nat'l Assoc, St. Paul, MN Purchase Price: $620,550 Average Coupon: 4.71 7 1 % Net Effective Rate: 4.8795% - Bond Sale Date: late July, 2002. - Bond Closing Date: Approximately 21 Business Days After Sale. Bond Counsel: Briggs & Morgan, P.A. Monte Eastvold, V.P., Juran & Moody Dated: 611 0/02 SEutility.XLS CITY OF ST. JOSE~H, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS OF 2002 . 1'1:1,,:'I'II:III:/'::I::::::lii!;il~II¡II!IIIII!III~::,11:11'::·/'III:::",!:'·:/::!//li::'·!:!·'::I'I:·:III:1:::::'I:::"II·I/:!I·I:·I·'::·:·':IIIIIIIII.I::III:::::/:li!I!/.!!III/·:I:::I/II,!I/':::I!!!!I!!//!III!:I:I:1 Estimated Estimated Assessment Interest Assessment Assessment Interest Assessment Year Principal 6.00% Income Principal 6.00% Income 2002 0 0 0 0 0 0 2003 0.00 0 0 0.00 0 0 2004 0.00 0 0 0.00 0 0 2005 0.00 0 0 0.00 0 0 2006 0.00 0 0 0.00 0 0 2007 0.00 0 0 0,00 0 0 2008 0.00 0 0 0.00 0 0 2009 0.00 0 0 0.00 0 0 2010 0.00 0 0 0.00 0 0 2011 0.00 0 0 0.00 0 0 2012 0.00 0 0 0.00 0 0 2013 0.00 0 0 0.00 0 0 2014 0.00 0 0 0.00 0 0 2015 0.00 0 0 0.00 0 0 2016 0.00 0 0 0.00 0 0 2017 0.00 'a 0 0.00 0 0 0.00 0 0 0.00 0 0 . ¡11¡:I::::¡::~¡::I:II:II:I:¡:¡::,:I¡::I:I:I::¡li~~lill1~'lj~r~~!:¡:¡¡¡I:II¡¡:¡I::::¡:¡:I¡¡:::IIIII¡i:::¡~¡~~¡¡I¡:j¡¡il!::,;¡¡¡¡li:¡¡::¡I¡lili:,:::¡:¡:¡I¡¡¡I:llill~~~I'I~~'r-!~~III:~III:¡i:¡I;I!¡!:¡¡i¡!¡:i¡:::::¡::¡::¡:I:::¡:::¡: Estimated Estimated Assessment Interest Assessment Assessment Interest Assessment Year Principal 6.00% Income Principal 6.00% Income 2002 0 0 0 126,000.00 2,583 128,583 2003 0.00 0 0 0.00 23.436 23,436 2004 0.00 0 0 0.00 23.436 23.436 2005 0.00 0 0 0.00 23.436 23.436 2006 0.00 0 0 32,550.00 23.436 55,986 2007 0.00 0 0 32,550.00 21.483 54,033 2008 0.00 0 0 32,550.00 19,530 52.080 2009 0.00 0 0 32,550.00 17,577 50,127 2010 0.00 0 0 32,550.00 15,624 48,174 2011 0.00 0 0 32,550.00 13,671 46,221 2012 0.00 0 0 32,550.00 11,718 44,268 2013 0.00 0 0 32.550.00 9,765 42,315 2014 0.00 0 0 32,550.00 7,812 40,362 2015 0.00 0 0 32,550.00 5,859 38.409 2016 0.00 0 0 32,550.00 3.906 36.456 2017 0.00 0 0 32,550.00 1,953 34,503 0.00 0 0 516,600.00 225,225 741,825 - - Monte Eastvold, V.P., Juran & Moody Dated: 6/10102 Minnesota Department of Natural Resources June 10, 2002 -q Mr. Lany Hosch, Mayor City of St. Joseph P.O. Box 668 St. Joseph, Minnesota 56374 Dear Mr. Hosch: The Minnesota Department of Natural Resources has reviewed the Environmental Assessment Worksheet prepared for the Northland Plat 6 residential development project by Lumber One Avon, and has the following comments. Localized impacts of residential development projects may include alteration or elimination of natural vegetation, impacts to rare (e.g., thre~tened or endangered) or important species, and waterbody and wetland impacts. Greater impacts to the natural and human environment come . rrom the cumulative effects of these proj ects when -combined with the effects of similar proj ects within the county or multi-county area. This project will not significa.ntly affect natural vegetation or rare species. Wetland impacts can most effectively be addressed through the Wetland Conservation Act process, and we will provide comments then. At this point, it would appear that wetland impacts could be avoided by terminating Iris Lane in a shorter cul-de-sac than proposed. We urge the City to assess cumulative effects to the best of its ability. Thank you for the opportunity to review the Environmental Assessment Worksheet. If you have any questions about this project, please contact staff ecologist Michael North at 218-828-2433. SinCerelY'~ tØß/ ~ C.R. Rylander Regional Director . DNR Information: 651-296-6157 · 1-888-646-6367 . TTY: 651-296-5484 . 1-800-657-3929 An Equal Opportunity Employer Printed on Recycled Paper Containing a Who Values Diversity Minimum of 10% Post-Consumer Waste cc: W. Barstad . S. Colvin P. Fowler J. Hiebert B. Johnson (for R. Wooden) J. Larsen (EQB) T. Schmid (Lumber One Avon) D. Stinnett (USFWS) C. Vacek . . Resolution No. 2002- A Resolution Finding a Negative Declaration on the Need for an Environmental Impact Statement for the Northland Plat Six Residential Development WHEREAS, as the Responsible Government Unit ("RGU"), the City of St. Joseph ("City") completed an Environmental Assessment Worksheet ("EA W") for the proposed Northland Plat Six residential development ("Project"). WHEREAS, during the EA W process the City gathered information about the Project regarding whether there exists the potential for significant environmental effects from the Project; WHEREAS, the City Engineer and City Council have carefully reviewed the information gathered during the EA W process; WHEREAS, the City received no written comments to the EA W regarding the potential for significant environmental effects relating to the Project. NOW, THEREFORE BE IT RESOLVED BY THE ST JOSEPH CITY COUNCIL: 1. The City makes the following findings offact: A. The type, extent, and reversibility of environmental effects from the Project are not significant and not unlike those associated with other similar developments in the City, surrounding areas, and the State of Minnesota. B. The City does not contemplate any related or anticipated future projects, activities, or circumstances that would cumulatively create any sígnificant environmental effects to the Project or outside of the Project Area. The cumulative potential effects of related and future development within the Project Area would not be so significant as to warrant an EIS. C. The environmental effects associated with the Project are mitigated by the ongoing regulatory authority of the City and other applicable state and local regulatory authorities. D. Because of the information gathered and written comments received during the EA W process, the City can anticipate and will be able to adequately control any environmental effects which the Project may have by working with its City Engineer and staff to implement proper and appropriate design and construction methods for the Proj ect. E. Further study and review would not assist the City in identifying any potential for significant environmental issues regarding the Project. 2. Based upon the information gathered, the public comments received, and the findings of fact outlined above, the City as theRJU, finds that the Project does not have the potential for significant environmental effects and the City makes a negative declaration on the need for an EIS for the Project. - - AF5eJ 1200 25th Avenue South, P.O. Box 1717, S1. Cloud, MN 56302-1717 320.229.4300 320.229.4301 FAX architecture . engineering . environmental . transþortation June 13, 2002 RE: St. Joseph, Minnesota 2002 Northland Plat 6 SEH No. A-STJOE 0213.00 14 Mr. Greg Stroeing Bonestroo Williamson Kotsmith 3721 23rd Street South S1. Cloud, MN 56301 Dear Greg: Enc19sE(cL.are my comments on the preliminary plat, grading plan, and utilities plan for Phase I of thé'-Ñorthland Plat 6 project. Preliminary Plat 1. Show a 20' -0" wide access easement for sanitary sewer and water services which is required near Lot 7, Block 6. 2. Show curve radius for all streets. 3. Show all wetland delineations. 4. Provide a typical se<?tion of Northland Drive, with a proposed width of 40' -0" face-of-curb to face-of-curb in order to match in with the existing Northland Drive. 5. Provide typical section for side streets. 6. Provide temporary cul-de-sac on Iris Lane, east of Northland Drive. __ J~:I:ªdÎIig Plan 7. Label low- and high-point elevations, typical. 8. Label all catch basins, top of casting, and invert elevations. 9. Label invert elevation for outlet in the northeast corner of the pond. 10. Submit hydraulic calculations for pond, inc1uding subcatchment and drainage area diagram and calculations. II. Raise house pad elevation of Lots 7 and 2, Block 7, in order to get above pond elevation. - - Short Elliott Hendrickson Inc. . Your Trusted Resource . Equal Opportunity Employer Mr. Greg Stroeing . June 13, 2002 Page 2 12; What is the proposed solution for all of the drainage running off to the northern-most edge of the plat on Northland Drive? Sanitary Sewer and Water Main 13. The west invert elevation at the intersection of Jade Lane and Northland Drive is too shallow, there is 0 percent slope on the sanitary sewer pipe leading into it. 14. The first manhole, located sòuth of Jade Lane on Northland Drive, shows an invert elevation to the east where no sewer pipe is located. 15. The trunk sanit¥)' sewer line, located below Northland Drive, does not flow toward the existing sanitary sewer pipe--it actually flows away from the lift station. , 16. There is no invert elevation labeled for the sanitary sewer pipe connecting into the manhole from Juniper Lane. General Notes 17. Weare having soil borings done on Phase I of the Northland plat and will contact you if there are any concerns with the pond. Please revise and resubmit the preliminary plat, grading and drainage plan, and preliminary utility plan on or before June 20, as the Developer is anxious to move forward with design. Sincerely, SHORT ELLIOTT HENDRICKSON INe. ~#- Tyson Hajicek Project Engineer djg c: Ted Schmid, Lumber One Joe Bettendorf, SEH Amy Schaffer, SEH Judy Weyrens, City of St. Joseph Dick Taufen, City of St. Joseph - w:\stjoe\0213\corr\l-bwk"()61302.doc - CITY OF ST. JOSEPH DEVELOPER AGREEMENT THIS AGREEMENT, made and entered into this _ day of June, 2002, by and between Lumber One, Avon Inc., hereinafter called the "Developer", and the City of S1. Joseph, Minnesota, a municipal corporation, hereinafter called the "City". WITNE-S SETH: WHEREAS, the Developer is the Owner of certain Real Property known as Northland Plat Six, which is legally described on Exhibit "A", (hereinafter called the "Property") attached hereto and made a part hereof; and WHEREAS, the City's Code of Ordinance requires the Developer to provide for the construction of certain public improvements, and for the financing of said improvements; NOW, THEREFORE, in consideration of the mutual covenants expressed herein, IT IS HEREBY AGREED AS FOLLOWS: 1.0 CITY CONSTRUCTED IMPROVEMENTS (NONE.) 2.0 DEVELOPER CONSTRUCTED IMPROVEMENTS 2.1 Plan B Improvements. The Developer agrees to construct those improvements - itemized below, hereinafter know as Plan B Improvements: Grading, Sanitary - Sewer, Water, Storm Sewer, Bituminous Streets, Concrete Curb and Gutter, Sidewalk and Sewer/Water services stubbed to the individual lots (with necessary appurtenances). The Plan B Improvements' itemized above shall include all necessary appurtenant items of work as determined by the City. 2.2 Completion Deadlines. The Developer agrees to proceed with said Plan B Improvements entirely at its expense, and to complete said improvements within the time specified in the specifications, or within 12 months of the date of this agreement if no time is stated in the specifications. 2.3 Engineering Services. The Developer will retain an engineer to prepare complete construction Plans and Specifications for Plan B hnprovements. The engineer shall: (a) Prepare a Preliminary Estimate and Layout of Utilities and arrange for soil borings and/or such other subsurface investigations as the City may reqUITe. (b) Prepare complete construction Plans and Specifications. As Plans and Specifications are being prepared, copies shall be available for review and comment by the engineer. The City shall approve final content of the Plans and Specifications. (c) Secure all necessary permits including those required by the Minnesota Pollution Control Agency, the State Health Department, the Department of Natural Resources, or any other regulatory agency that has jurisdiction. (d) Prepare the Environmental Assessment Worksheet (EA W) if necessary, and any other related environmental documents, reports, or studies as may reasonably be required by the City. (e) Provide all necessary construction staking and related survey work. (f) Prepare record drawings on reproducible mylar sepia and an electronic copy. The reproducible mylar sepia record drawings and electronic copy shall become the property of the City. (g) Prepare and submit such other fmal documentation as the City may reqUITe. The City Engineer shall: - -" 2 (a) Provide such City proj ect standards, including special details and specifications, as the City may require. (b) Review Plans and Specifications. (c) Provide a City Representative for resident construction observation throughout the construction period. (d) Conduct a final inspection and review final construction documentation. (e) Recommend Acceptance of Improvements to the City. 2.5 Cost Escrow. The Developer shall bear the cost of the above noted City Engineering Services and shall, upon execution of this Agreement, place in escrow with the City cash, bond or irrevocable letter of credit in the amount of $ which shall be applied to the payment of the cost of said services. Should the above amount exceed the cost to the City, the City shall return to the Developer all unused funds, including accumulated interest. Should expense to the City exceed the above amount, the Developer shall reimburse the City for all additional costs before the improvements are accepted by the City. 2.6 - Contractor Retention. Upon approval of the Final Plat, the Developer shall contract with a contractor for the construction of the Plan B Improvements (hereinafter the "Contractor"). The Contractor selected by the Developer to construct and install any Plan B Improvement shall be qualified arid competent to perfonn the work and have adequate finances to perfonn. The City reserves the right to require evidence of competency and adequate financial status of any such Contractor, and prohibit a Contractor who fails to provide such evidence from undertaking work. on the improvements. The construction, installment, materials and equipment shall be in accordance with approved Plans and Specifications. 2.7 City as Third Party Beneficiary. The City shall not have any direct contractual relationship with the Contractor, but shall be considered a third party beneficiary to the contract entered between the Developer and the Contractor. The City shall not be liable to the Contractor for the Developer's breach of a duty to the Contractor. 2.8 Easements. The Developer shall make available to the City, at no cost to the City, all pennanent and temporary easements necessary for installation and maintenance of Plan B Improvements. 2.9 Insurance. The Developer shall provide evidence of Comprehensive General Liability and Broad Fonn Property Damage Insurance including contractual coverage in the amount of at least $1,000,000 per occurrence and $1,OOO,OOO ~ aggregate. The Developer's insurance certificate shall be in a form approved by - 3 the City, and shall be delivered to the City at least three days prior to the commencement of any work on the Plan B Improvements. The City and the City Engineer shall be named as an additional insured on such policy by endorsement. Such insurance shall remain in full force and effect through the end of the warranty period described in Section 2.1 1. The Developer shall cause each person with whom Developer contracts for the construction and installation of any Plan B Improvements to provide evidence of insurance coverage in accordance with the City project standards issued under Section 2.4. The Developer shall, (or if all construction contracts are under the control of one Prime Contractor), the Prime Contractor shall provid~ evidence of Owner/Engineer Protective Liability coverage ill accordance with these standards in lieu of the Developer insurance certificate. Evidence of insurance shall be provided before any construction whatsoever begins on the Plan B Improvements. The Developer shall provide builder's risk insurance (if necessary), insuring any structures (such as lift stations or pump houses) which are part of the Plan B Improvements from damage or destruction during construction due to storm, explosion, vandalism, theft, or all other causes. The policy of insurance shall name the City as an additional insured, and waive subrogation agaiilst the City and City Engineer with respect to any insured claim. 2.10 Performance Security. Prior to the actual construction of Plan B Improvements pledged to be constructed by the Developer, then in that event, the Developer shall post with the City a bond, irrevocable letter of credit or dedicated escrow account (the "Security") in the estimated amount of 1.20 times the City Engineer's Estimate of the likely costs of such improvements, conditioned upon the faithful construction of the improvements according to the Plans and Specifications, and final approval of the City Engineer, and the tenns of this Development Agreement. As the improvements are partially completed, the Developer may request the City to release a portion of the Security representing the cost of the completed improvements as determined by the City Engineer, but at all times there shall be Security in an amount of at least 120% of the estimated cost of the unfinished improvements. If the construction contracts are under the control of one Prime Contractor , the Prime Contractor may provide the performance security required by this section. 2.11 Warranty Bond. The Developer shall fully and faithfully comply with all the terms of any and all Contracts entered into by the Developer for the installation and construction of all Plan B Improvements and hereby warrants and guarantees the workmanship and materials for a period of two years following the City's final acceptance of the Plan B Improvements. In addition to the Security Iequired by Section 2.7 herein, the Developer hereby warrants and shall post a warranty bond, warranting the condition of the materials and ~ workmanship of the improvements for a period of two years following the City's - 4 final acceptance of the Plan B Improvements. If any claims are made in writing within the warranty period, the bond shall not be released until such claims are resolved. If the construction contracts are under the control of one Prime Contractor, the Prime Contractor may provide the warranty bond required by this section. 2.12 Labor and Materialman's Bond. Upon execution of this Agreement, the Developer shall also provide the City with a labor and materialman's bond, guaranteeing the payment of all workmen performing labor or services, and all supplies or materialmen providing materials for the Plan B Improvements. This bond shall not be released until the Developer has provided the City Engineer with proof of payment of all laborers and materialmen in the form of release, signed receipts, or lien waivers. If the Developer contracts with a single Prime Contractor, and all construction contracts are under control of the Prime Contractor, the Prime Contractor may provide the laborer and materialmen bond required by this section as long as the Prime Contractor agrees to waive any lien rights for the labor and/or material provided by the Prime Contractor. 3.0 FUTUREIMæROVEMENTS (NO:t\TE) 4.0 GENERAL TERMS AND CONDITIONS 4.1 Attorney Fees. The Developer agrees to pay the City reasonable attorney's fees, to be fixed by the Court, in the event that suit or action is brought to enforce the terms of this Agreement. 4.2 Proof of Title. The Developer hereby warrants and represents to the City, as inducement to the Cit1s entering into this Agreement, that Developer's interest in the Development is fee owner. Prior to execution of this Agreement, the Developer shall provide the City with a title opinion prepared by a licensed attorney and directed to the City stating the condition of title of the property, or other proof of title acceptable to the City. 4.3 Binding Effect on Parties and Successors. The terms and provisions of this Agreement shall be binding upon and accrue to the benefit of the heirs, representatives, successors and assigns of the parties hereto and shall be binding upon all future owners of all or any part of the Development and shall be deemed covenants running with the land. Reference herein to Developer, if there be more than one, shall mean each and all of them. This Agreement, at the option of the City, shall be placed on record so as to give notice hereof to subsequent purchasers and encumbrances of all or any part of the Development and all recording fees shall be paid by the Developer. ~ 5 - 4.4 Notice. Any notices pennitted or required to be given or made pursuant to this Agreement shall be delivered personally or mailed by United States mail to the addresses set forth in this paragraph, by certified or registered mail. Such notices, demand or payment shall be deemed timely given or made when delivered personally or deposited in the United States mail in accordance with the above. Addresses of the parties hereto are as follows: If to the City at: City of S1. Joseph, P.O. Box 668, S1. Joseph, MN 56374 If to the Developer at: Lumber One, Avon Inc. 101 Second Street N.W. Avon, MN 56310 4.5 Acceptance of Improvements. The City will accept said improvements or portions thereof, upon certification by the City Engineer that, to the best of his knowledge and belief, the improvements have been completed in conformance with the terms of this Development Agreement and all documents incorporated herein by reference. 4.6 Incorporation of Documents by Reference. All general and special conditions, It plans, special provisions, proposals, specifications and contracts for the improvements furnished and let pursuant to this Agreement shall be and hereby are made a part of this Agreement by reference as if fully set out herein in full. 4.7 Indemnification. The Developer shall hold the City and City Engineer harmless from claims by third parties, including but not limited to other property owners, contractors, subcontractors and materialmen, for damages sustained or costs incurred resulting from plat approval and the development of the Property. The Developer shall indemnify the City for all costs, damages or expenses, including engineering and attorney's fees, which the City may payor incur in consequence of such claims by third parties. 4.8 License to Enter Land. The Developer hereby grants the City, its agents, employees, officers and contractors a license to enter the Property to perform all work and/or inspections deemed appropriate by the City during the development of the Property. 4.9 Streets. (a) During any period of spring weight restrictions, when the streets within the Development have the first lift of pavement, but prior to final acceptance of the improvements by the City, the Developer shall post signage at each entrance to the Property as notice restricting access to ~ vehicles with a an axle weight of five tons or less. - 6 (b) The Developer shall promptly clean any soil, earth or debris ITom streets e in or near the Development resulting ITom construction work by the Developer or its agents or assigns as often as necessary and as directed by the City for public safety and convenience. In the event the Developer fails to clean the streets within 48 hours of the direction of the City, the City may undertake the work and seek reimbursement ITom the Developer, or alternatively, assess the cost against property owned by the Developer within the City. 4.10 Erosion Control. The Developer shall comply with any erosion control method ordered by the City for the prevention of damage to adj acent property and the control of surface water runoff. As the development progresses, the City may impose additional erosion control requirements if in the opinion of the City Engineer such requirements are necessary to retain soil and prevent siltation of streams, ponds, lakes, or other adjacent properties, or of City utility systems. The Developer shall comply with the erosion control plans and with any such additional instruction it receives ITom the City. All areas disturbed by the excavation and backfilling operations shall be reseeded forthwith after the completion of the work in that area. Seed shall be rye grass or other fast growing seed to provide a temporary ground cover as rapidly as possible. All seeded areas shall be mulched and disc-anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. - - 4.11 Site Grading. (a) No building permits will be issued until site grading for the development phase has been completed and approved. (b) When the site grading has been completed: 1. Developer shall have a Registered Land Surveyor verify site grading has been completed according to the approved site grading plan submitted with the preliminary plat documents. 2. Elevations shall be taken on all lot comers, all buildings pads, and on drainage breaks, ponding sites, ditches, and swayles. Arrows shall show how the lot is to drain. 3. The Developer shall submit a copy of the approved grading plan showing the "as-built" elevations to the City. 4. The City will verify information. If everything mátches the original grading plan, the as-built grading plan becomes the approved Development Plan. ~ ~ 7 - (c) Before a building pennit is issued for new construction for a lot, the owner of the lot shall have a Registered Land Surveyor submit a Certificate of Survey showing proposed elevations for lot comers, the building pad, and side and rear lot lines; these elevations must agree with the approved Development Plan. Provide drainage arrows, showing how the lot is to drain. Indicate proposed elevations for grade at the front, rear and at the lookout/walkout levels of the house being built. The certificate must show all easements and setbacks for the house being built. When this Certificate has been checked and approved by the City, a building pennit can be issued, subject to other tenns and conditions of the Developer's Agreement. (d) When the house has been· completed and the lot restored to final grade, but before it is sodded or seeded, the Builder's Surveyor shall provide an "as-built" Certificate of Survey documenting the final in-place elevations and setbacks. If these elevations agree with the proposed grades, and if the setbacks and easements are given the proper clearances, the lot can be sodded or seeded and a Certificate of Occupancy issued. For winter conditions, where the house is ready but the final landscaping cannot be completed until spring, an escrow shall be deposited with the City until the final grading can be checked out. . 4.12 Certificate of Compliance. I:his Agreement shall remain in effect until such time as Developer shall have fully perfonned all of its duties and obligations under this Agreement. Upon the written request of the Developer and upon the adoption of a resolution by the City Council finding that the Developer has fully complied with all the terms of this Agreement and finding that the Developer has completed perfonnance of all Developer's duties mandated by this Agreement, the City shall issue to the Developer on behalf of the City an appropriate certificate of compliance. The Acceptance of the Improvements contracted in accordance herewith by the City does not constitute a certificate of compliance and does not release the Developer from ongoing duties or responsibilities arising under this contract. The issuance of a Certificate of Compliance does not release the Developer or any Surety from warranty responsibilities arising under Section 2.11 herein. 4.13 Park Contribution. (Option 1) --X-The subdivider shall contribute $ to the City Park Fund in lieu of a dedication of land for parks, with payment to be made upon execution of this Agreement. (Option 2)_ The subdivider shall dedicate as public park or other use as determined by the City to be in the public's best interest that portion of the Property so designated - in the proposed fmal plat. - 8 4.14 Certificate of Occupancy. The City shall not issue certificates of occupancy for . any building within the Development until the building has been connected to sanitary sewer and water and the stTeets in the Development have been constructed to the point of having a gravel base. The granting of a certificate of occupancy by the City shall not be deemed an acceptance of any Plan B hnprovements or a waiver of any ofthe City's rights under this Agreement 4.15 Reimbursement of CitVs Costs. Except for costs included in special assessments for Plan A Improvements, the Developer shall reimburse the City for all costs, including all reasonable engmeenng, legal, planning and administTative expenses, incurred by the City in connection with all matters relating to the negotiation, administTation and enforcement of this Agreement and its performance by the Developer. Developer shall also reimburse the City for any add-to-construction costs related to the installation of stTeet lighting within the Development. Developer shall also be responsible for the cost of acquiring and installing stTeet signage consistent with that used in other recent developments within the City. Such reimbursement shall be made within 14 days of the date of mailing the City's notice of costs. If such reimbursement is not made, the City may place a hold on all construction or other work related to the Development, or refuse the issuance of building permits until all costs are paid in full. The City may further declare a default añd collect its costs from the security deposited in accordance with Section 2.5 of this Agreement. . 4.16 Renewal óf Security. If any escrow account or bond deposited with the City in accordance with this Agreement shall have an expiration date prior to the Developer's obligations hereunder being complete, the Developer shall renew such security or deposit substitute security of equal value meeting the approval of the City at least thirty (30) days prior to the expiration of such security. Failure to post such alternate security or renew such security shall constitute a default and the City may place a moratorium on all construction or other work related to the Development, refuse the issuance of building permits, and declare the entire amount thereof due and payable to the City in cash. Such cash shall thereafter be held by the City as a security deposit in the same manner as the security theretofore held by the City. 4.17 Plat Dedication. Upon approval and execution of this Agreement, the City shall approve the final plat provided it otherwise meets the requirements of the City's Ordinance governing Subdivisions. If the Plat contains the dedication of an easement, the use of property within the area of an easement is specifically restricted by prohibiting the construction of any structure or fence, planting tTees or shrubs, or storing of personal property within the area of the easement which could delay, restrict or impede access within the easement area by a person or vehicle. - - 9 It 4.18 Street Lighting and Signage. Developer shall be responsible for the cost of purchase and installation of street lights and street signs. The improvement shall not be accepted until installation of street lights and street signs is completed. 4.19 Wetlands. Developer shall take the following precautions to protect any ''wetlands'' within the Property, as that term is defined in Minnesota Statute Section 1038.005, Subd. 19; (a) Upon completion of the site grading, place signs on any lots containing wetlands or drainage easement providing notice of the location of the wetland or drainage easement. The signs shall be in a form and size as prescribed by the City and available for purchase through the City Clerk's office. The location and number of signs for each lot shall be as required by the City Engineer. (b) Prohibit filling of wetlands so long as Developer is the owner of the affected lot. 4.20 Proi ect Specific Requirements. (a) Developer shall notify all contractors and material providers that construction access to the Development shall be via Jupiter Lane and . County Road 2. Developer shall also post signage at the entrances to the Development directing construction traffic to the designated entrance. - (b) The first layer of asphalt shall be installed on the streets within the Development no later than October 15, 2002. No Certificate of Occupancy will be issued for any home within the Development until the first layer of asphalt is installed. (c) Developer shall construct a six foot wide sidewalk along the east side of Northland Drive, (as it appears in the Plat), in accordance with the construction specification. 4.21 Additional Terms. The following additional terms are being made a part of this Development Agreement to continue in force and effect as though they were dedications of the plat, unless according to their terms are intended to terminate earlier: 4.22 Adoption of Ordinance bv·Reference.The provisions of Chapter 5 of the St. Joseph Code of Ordinances are hereby adopted by reference in their entirety, unless specifically excerpted, modified, or varied by the terms of this Agreement, or by the final plat approved as approved by the City. ~ - 10 Signed and executed by the parties hereto on this _ day of ,2002. . ATTEST CITY OF ST. JOSEPH By By Judy Weyrens, City Clerk Larry Hosch, Mayor (SEAL) DEVELOPER: LUMBER ONE, AVON INC. By Name Title ST ATE OF MlNNESOT A ) )SS COUNTY OF ) On this _ day of , 2002, before me, a notary public within and for said . County, personally appeared Larry Hosch and Judy Weyrens, to me personally known, who, being each by me duly sworn did say that they are respectively the Mayor and the City Clerk of the City of St. Joseph, the municipal corporation named in the foregoing instrument, and that the seal affixed to said instrument is the municipal seal of said corporation, and that said instrument was signed and sealed in behalf of said municipal corporation by authority of its City Council and said Mayor and City Clerk acknowledged said instrument to be the ftee act and deed of said corporation. Notary Public STATE OF MINNESOTA ) )SS COUNTY OF ) On this _ day of , 2002, before me, a notary public within and for said County, personally appeared , to me personally known to be the of Lumber One, Avon Inc., the corporation named in the foregoing instrument, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and acknowledged said instrument to be the ftee act and deed of said corporation. ..-.. Notary Public - 11 . THIS INSTRUMENT WAS DRAFTED BY: JohnH. Scherer - 13076X Rajkowski Hansmeier Ltd. 11 Seventh A venue North P.O. Box 1433 St. Cloud, Minnesota 56302 Telephone: (320) 251-1055 N;\city~tjoe\2002 . .-. - 12 ""SeJ 1200 25th Avenue South, P.O. Box 1717, St. Cloud, MN 56302-1717 320.229.4300 320.229.4301 FAX architecture . engineering . environmental . transportation -- June 27,2002 RE: $1. Joseph, Minnesota 2002 Northland Plat Six SEH No. A-STJOE 0213 Honorable Mayor and City Council c/o Ms. Judy Weyrens City Clerk! Administrator City of St. Joseph 25 College Avenue North P.O. Box 668 St. Joseph, MN,56374-0668 Honorable Mayor and Members of the City Council: Enclosed is the Feasibility Report for the above referenced improvement. It includes recommendations, probable costs, and estimated assessments. . Please contact me if you have any questions. Sincerely, . Am~e~E~ Project Engineer sl w:\<tjoe\0213\repon\feasibilily repon.doc . Short Elliott Hendrickson Inc. . Your Trusted Resource . Equal Opportunity Employer 2002 Northland Plat Six . Feasibility Re¡:>ort City of Saint Joseph St. Joseph, Minnesota SEH No. Ä-ST JOE 0213 I hereby certify that this report was prepared by me or under my direct supervision, and that I am a duly Licensed Professional Engineer under the laws of the State of Minnesota. Amy~r~~+ e Date: 06/27/02 Reg. No.: 40543 Prepared by: ~ 1Ir- 06/27/02 . Tyso jicek Short Elliott Hendrickson Inc. 1200 25th Avenue South P.O. Box 1717 St. Cloud, MN 56302-1717 320.229.4300 . Table of Contents . Title Page Certification Page Cover Letter Table of Contents Page 1.0 Scope ........~............ ........................ ... ... .... .................. .......... ......... ................... ................. 1 2.0 Feasi bil ¡ty .............................. .................... ...... II.................... ...... ........ ................................................ 1 3.0 Backgrou nd .... .................. ......... .............. ~.... ... ............... ............ ....................... ........................... 1 4.0 Proposed Improvements .......................... ...... II............ .... ... .~..... ... .................... .............. ... 1 5.0 Easements .. ................... ............. ..... .... ...... ... ................ ..... .... .......... ..... ... ....... ........................... 2 6.0 Probable Costs........... ...... ................ ... ............ ........... .... ..... .... ............ ............ 2 7.0 Assessments ...................... ................... ...... ._........ ........... .... ... ... ........ ... .... ... 3 List of Tables . Table 1 Opinion of Probable Cost ............ .......... ................................ .......3 Table 2 Assessment Per Lot .................... ......... ..... .:... ........... ............. ......4 Appendix Appendix A Figure 1 - Location Map Figure 2 - Utility Location Map Opinion of Probable Cost .- - SEH is a registered trademark of Short Elliott Hendrickson Inc. 2002 Northland Plat Six A-STJOE 0213 81. Joseph, MN Page i · Feasibility Report 2002 Northland Plat Six Prepared for City of St. Joseph 1.0 Scope This Report covers the proposed grading, utility and street construction for Northland Plat Six in St. Joseph, Minnesota. A project location map (Figure 1) is included in the Appendix. Construction of Phase 1 is proposed for late summer of 2002. Special assessments are proposed for site grading, street construction, concrete curb and gutter, drainage ponds, and underground utilities. 2.0 Feasibility Having investigated the facts relating to constructiol) of the proposed . improvements, it is my opinion, from an engineering standpoint, that this project is feasible, cost-effective, and necessary. 3.0 Background This is the initial phase of the proposed Northland Plat Six preliminary plat. The proposed utilities will connect to existing utilities located at the northernmost ends of Northland Drive and Second A venue NE. 4.0 Proposed Improvements The proposed improvements (Figure 2) will consist of extending a 10- inch water main from the northern edge of Northland Plat Five, approximately 450 feet to the north on Northland Drive. An 8-inch water main will be installed on Iris Lane, looping this street into Northland Drive and Second Avenue NE. Proposed I-inch water service pipes will be provided to all lots in this phase of the proposed plat. An 8-inch sanitary sewer will be installed on all of the proposed streets included in Phase 1 of Northland Plat Six. An 8-inch sanitary sewer will be installed on Iris Lane, where it will tie into the gravity sewer flowing from north to south along Northland Drive, and tenninate at - the lift station located on the northern edge of Northland Plat Five. - 2002 Northland Plat Six Page 1 St. Joseph, MN Proposed 4-inch sanitary sewer service pipes wi1l be provided to all . lots in this phase of the proposed plat. Design B618 concrete curb and· gutter will be installed on all proposed streets. Drainage will be accomplished through a stonn sewer system. The drainage flow will be carried to a stonn water sedimentation pond located on the east side of the proposed plat. The proposed street improvement on Northland Drive and Iris Lane will consist of 40-foot- and 36-foot-wide streets from face-to-face of curb, respectively. The proposed pavement cross-section will consist of 1.5-inch bituminous wear course, 2-inch bituminous base course, and 8-inch Class 5 aggregate base. Final street widths will be reviewed with city staff during design. All disturbed areas in the plat will be restored with topsoil and seed. Topsoil will be stripped and stockpiled on the site during grading operations, and then re-spread for restoration. Seeding the proposed lots will help maintain drainage and prevent silt and soil from eroding. The pond slopes will be restored with native forbs, similar to the ponds in other parts of St. Joseph. 5.0 Easements The pond in Outlot A will require a drainage easement for the pond . outlet. This easement should also provide for runoff leaving the north end of Northland Drive (future phase). 6.0 Probable Costs The probable cost of improvements noted above are indicated in Table 1. Table 1 Opinion of Probable Cost I Item Construction CÆIF* Total Site Grading and Street $286,993 $109,057 $396,050 Storm Sewer and Ponds $101,563 $ 38,594 $140,157 Sanitary Sewer $93,942 $35,698 $129,640 . Water Main $97,992 $37,237 $135,229 Soil Borings $3,000 Total $580,490 $220,586 $804,076 *Contingency, Engineering, Administrative, and Legal The Developer shall add $600110t to cover lift station costs from previous development. See the Opinion of Probable Cost in the - Appendix for an itemization of construction and soft costs. 2002 Northland Plat Six Page 2 S1. Joseph, MN 7.0 Assessments . All project costs will be paid for by the developer. Street, sanitary sewer, stonn sewer, and water main will be assessed equally to the 49 lots in the plat. Table 2 Assessment Per Lot No of Assessment Item Cost Lots Per Lot Site Grading and Street $396,050 49 $8,083 Storm Sewer and Ponds $140,157 49 $2,860 Sanitary Sewer $129,640 49 $2,646 Water Main $135,229 49 $2,760 Soil Borings $3,000 49 $ 62 Lift Station 49 $ 600 Total $804,076 $17,011 . - 2002 Northland Plat Six Page 3 St. Joseph, MN . Appendix A Figure 1 - Location Map Figure 2 - Project Layout Opinion of Probable Cost . - - - · ,~ ~I'I" 1 ,/l ",~ . ' . '¿I" ". \ 3 ; } I,,f 11 ~~( I . I --;Jt:;J"Rj~ · . ,,~, I) ~=-- S l ~. l.ANE I I ~~~:~.~~.~,:. I íPROJECT LOCATION . / / j 'I ì "'.. '.<q r~.o "-.p ',' ,...., i.,.. . ',:,¡iþA~ ,?i' "",. ':ó'; ii~ ~~?'~~4~~~~~~! :'~)!':~':, . 'c' "". -." "'.<0<-';1>..."" ",a~ ""'" . :..~ .~1 . .. "Q. ^ ~;,',. " . ..' "-""''''' ""cR>' iIf"'" ,$æ"'",,¿,., ,. . . 'j! h . ~t~:-~ ,,, .'." .' ..'.'., ~ ~___________-_-_. .¡¡~_¡r~~~ilft~~i!l~,~ _________ - :i ~- J -- - -~' , HICKORY DR. _ ~ - ~~OR_Y ST. ~ ÇHffij / . -m..¡ - , ' ~ .' z '-- __ :' ',,- .J \ ____ - - : ..... HACKBERRY O~_: · - . i-- __ _ _', r'!I\\ , - - u _ u _, ......,. .... ", . -; ~J¡ ~\~ _ .~~\ L£::.~ _________ "'" w --~-=---- -- - - -- '. _ b:1- ),.S:'-,' '. - -- - - TREE ST.E. _ __ __ »" , l- "," ~; ,~ · . :-- :i: ',-- _ _ :.' : ' ..... C?, oct I WI -. I IJ-J. ", ". (.j . - , :i !.....- ~ ' ¥'-' --!--.. 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ITEM DESCRIPTION MEASUREMENT QUANTITY UNIT PRICE AMOUNT 1 MOBILIZATION LUMP SUM 1.00 $6,000.00 $6,000.00 2 DEWATERING LUMP SUM 1.00 $15,000.00 $15,000.00 3 SILT FENCE, HEAVY DUTY LlN FT 880.00 $2.50 $2,200.00 4 CLEARING & GRUBBING EACH 17.00 $100.00 $1,700.00 5 CLEARING & GRUBBING ACRES 0.20 $5,000.00 $1,000.00 6 SALVAGE BARRICADE EACH 2.00 $100.00 $200.00 . 7 . COMMONfTOPSOIL EXCAVATION (PO) CUYD 44,400.00 $1.80 $79,920.00 8 AGGREGATE BASE PLACED, CLASS 5 CUYD 2,566.00 $17.00 $43,622.00 9 TYPE 41A WEARING COURSE MIXTURE TON 987.00 $34.00 $33,558.00 10 TYPE 31 B BASE COURSE MIXTURE TON 1,270.00 $32.00 $40,640.00 11 BITUMINOUS MATERIAL FOR TACK COAT GAL 508.00 $1.00 $508.00 12 CONCRETE CURB & GUTTER, DESIGN B618 LlN FT 5,236.00 $7.50 $39,270.00 13 F&I SIGN PANELS TYPE C SOFT 15.00 $40.00 $600.00 14 4' BROKEN LINE YELLOW-EPOXY LlN FT 450.00 $0.50 $225.00 15 PERMANENT BARRICADES EACH 2.00 $400~00 $800.00 - - 16 SEEDING ACRE 25.00 $180.00 . - $4,500.00 17 SEED MIXTURE 90B (STABILIZATION) POUND 2,500.00 $3.00 $7,500.00 18 MULCH MATERIAL, TYPE I TON 50.00 $120.00 $6,000.00 19 DISC ANCHORING ACRE 25.00 $50.00 $1,250.00 20 COMMERCIAL FERTILIZER POUND 10,000.00 $0.25 $2,500.00 21 15' RCP PIPE APRON EACH 1.00 $500.00 $500.00 . 22 21' RCP PIPE APRON EACH 1.00 $600.00 $600.00 23 12" RCP PIPE SEWER DESIGN 3006 CL V LlN FT 306.00 $19.00 $5,814.00 24 15' RCP PIPE SEWER DESIGN 3006 CL V LlN FT 494.00 $19.00 $9,386.00 25 18' RCP PIPE SEWER DESIGN 3006 CL IV LlN FT 184.00 $21.00 $3,864.00 26 21" RCP PIPE SEWER DESIGN 3006 CL IV LlN ·FT 1,200.00 $23.00 $27,600.00 27 CONST DRAINAGE STRUCTURE DESIGN H EACH 3.00 $850.00 $2,550.00 28 CONST DRAINAGE STRUCTURE DESIGN 48-4020 EACH 11.00 $1,200.00 $13,200.00 29 RANDOM RIPRAP CLASS 2 CUYD 20.00 $36.75 $735.00 30 POND EXCAVATION CUYD 16,407.00 $2.00 $32,814.00 ACRE 1.50 $3,000.00 $4,500.00 - 32 8" PVC SAN IT ARY SEWER, SDR35 LlN FT 2,384.00 $18.00 $42,912.00 - w:\stjoe\0213\report\estimate.xls 1 6/20/02 Short Elliott Hendrickson Inc. . Your Trusted Resource . Equal Opportunity Employer 2002 NORTHLAND PLAT SIX 06/20/02 ST. JOSEPH, MN A·ST JOE 0213 OPINION OF PROBABLE COST ITEM UNIT OF APPROXIMATE NO. ITEM DESCRIPTION MEASUREMENT QUANTITY UNIT PRICE AMOUNT 33 4' PVC SANITARY SEWER, SDR35 UN FT 2,212.00 $8.00 $17,696.00 34 6' PVC SANITARY SEWER, SDR35 UN FT 200.00 $7.00 $1,400.00 35 CONNECT TO EXISTING MANHOLE EACH 1.00 $450.00 $450.00 36 SANITARY MANHOLE EACH 14.00 $1,700.00 $23,800.00 37 EXTRA DEPTH MANHOLE UN FT 38.00 $80.00 $3,040.00 38 8' X 4" PVC WYE EACH 49.00 $45.00 $2,205.00 39 8' X 6' PVC WYE EACH 1.00 $55.00 $55.00 40 TELEVISE SANITARY SEWER UN FT 2,384.00 $1.00 $2,384.00 -. - ¡WA '¿¿~ .. . . ..-.- .' . _ - -.. ~ - - - _ ....~ _ . . . _ ..~ 41 10" WATER MAIN - DUCT IRON CL 52 UN FT 440.00 $17.00 $7,480.00 42 8' WATER MAIN - DUCT IRON CL 52 UN FT 2,193.00 $15.75 $34,539.75 43 6' WATER MAIN - DUCT IRON CL 52 UN FT 126.00 $13.00 $1,638.00 44 HYDRANT EACH 6.00 $1,800.00 $10,800.00 4510"GATEVALVEANDBOX EACH 1.00 $1,100.00 $1,100.00 46 8' GATE VALVE AND BOX EACH 5.00 $750.00 $3,750.00 47 6' GATE VALVE AND BOX EACH 7.00 $600.00 $4,200.00 48 CONNECT TO EXISTING WATER MAIN EACH' 2.00 $500.00 $1,000.00 49 l' CORPORATION STOP EACH 49.00 $45.00 $2,205.00 50 2' CORPORATION STOP EACH 1.00 $100.00 $100.00 51 l' CURB STOP AND BOX EACH 49.00 $100.00 $4,900.00 52 2' CURB STOP AND BOX EACH 1.00 $100.00 $100.00 53 l' TYPE K COPPER PIPE UN FT 2,194.00 $8.40 $18,429.60 54 2' TYPE K COPPER PIPE UN FT 200.00 $14.00 $2,800.00 55 3' INSULATION SO YO 15.00 $18.00 $270.00 56 WATER MAIN FITTINGS POUND 1,560.00 $3.00 $4,680.00 SUBTOTAL - CONSTRUCTION $580,490.35 SOIL BORINGS $3,000.00 CONTINGENCY $58,049.04 ENGINEERING $104,488.26 LEGAL, FISCAL, AND ADMINISTRATIVE $58,049.04 GRAND TOTAL $804,076.68 w:\stjoe\0213\report\estimate.xls 2 6/20/02 Resolution Ordering Improvement and Preparation of Plans WHEREAS, a resolution of the city council adopted the 17th day of June 2002, fixed a date for a council hearing on the proposed improvement of the annexation petition of property north of Lynx Road and south of Minnesota Street (County Road 134) between County Road 88 and 1 ih Avenue SE. AND WHEREAS, ten days mailed notice and two weeks published notice of the hearing was given, and the hearing was held thereon on the 27th day of June 2002, at which all persons desiring to be heard were given an opportunity to be heard thereon, NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ST. JOSEPH, MINNESOTA: 1. Such improvement is necessary, cost-effective, and feasible as detailed in the feasibility report. 2. Such improvement is hereby ordered as proposed in the council resolution adopted day of '- 3. is hereby designated as the engineer for this improvement. The engineer shall prepare plans and specifications for the making of such improvement. 4. The city council declares its official intent to reimburse itself for the costs of the improvement from the proceeds of the tax exempt bond. Adopted by the council the _-day of '-' Mayor Clerk - - . Rassier made a motion to recommend the City Council adopt the following finds, recommending approval of the Variance. The motion was seconded by Kalinowski. Res~lution of finding The request of Diamond Energy for a variance came before the Planning Commission at a public hearing held on June 3, 2002. The purpose of the hearing was to consider issuance of a Variance on the exterior requirements of the Highway 75 Business Zoning District. Section 53.22, Subdivision 7 (c) states that acceptable exterior building materials shall include brick, stone, tip-up concrete panel, decorative concrete block or glass. Wood siding, plastic, and other combustible material not listed as acceptable shall not be used for building exteriors. Architecturally approved steel is acceptable provided that at least 50% of the building (excluding windows and doors) consist of brick, stone, tip-up concrete panel and I or decorative concrete block. Any building undergoing renovation, repair, or an addition, so as to require the issuance of a building permit, shall be brought into conformance with this subsection at the time of repairs, renovation, or addition are completed. The property is legally described as follows: That part of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in Stearns County, Minnesota, which lies east of the west 186.50 feet thereof, north of the northerly right of way line of County Road Number 75 (formerly U.S. Trunk Highway Number 52) and west of a line drawn due south from a point which is 800.00 feet due west of a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in said county and state, distant 800.00 feet northerly of the intersection of said west line with said northerly right of way line of County Road Number 75. Together with an easement for ingress and egress over that part of the south half of the northeast quarter of Section 9, Township 124, Range 29, Stearns County, Minnesota, which . lies within 33 feet on each side of the following described line: Commencing at a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in _ Stearns County, Minnesota, distant 800.00 feet northerly of the intersection of said west line with the northerly right of way line of County Road Number 75 (formerly U.S. Trunk highway Number 52); thence due west for 800.00 feet; thence due south to a line drawn parallel with and 33.00 feet northerly of the north line of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in said county and state, this being the point of beginning of the line to be described; thence westerly along said parallel line to its intersection with the west line of the east half of said Section 9; thence deflect to the left along a tangential curve, having a radius of 80.00 feet and a central angle of 53' 00" for 74.00 feet; thence southwesterly on tangent to said curve in the northerly right of way line of said County Road Number 75 and there terminating. The request has been submitted by Diamond Properties Partnership, 819 19th Avenue NE, St. Joseph MN 56374. Notice of this matter was duly served and published. In consideration of the information presented to the Planning Commission and its application to the Comprehensive Plan and Ordinances of the City of St. Joseph, the Planning Commission makes the following findings: St. Joseph Code of Ordinances 52.8 subd (a) states: "That there are exceptional or extraordinary circumstances or conditions applying to the property in question as to the intended use of the property that do not apply generally to other properties in the same zoning district. The exceptional or extraordinary circumstances must not be the result of actions taken by the - petitioner. -~ . FINDING: This building was constructed under a different zoning classification and requiring the property owner at this time to modify the exterior would create a financial hardship. 81. Joseph Code of Ordinances 52.8 subd. (b): "states that the literal interpretation of the provisions of this Ordinance would deprive the petitioner of rights commonly enjoyed by other properties in the same district under the terms of this Ordinance". FINDING: The proposed use is consistent with the standard. 81. Joseph Code of Ordinances 52.8 subd.(c): "states that granting the variance requested will not confer on the applicant any special privilege that is denied by this Ordinance to other lands in the same district". FINDING: The proposed use is consistent with the standard. 81. Joseph Code of Ordinances 52.8 subd. (d) "states that the proposed variance will not impair an adequate supply of light and air to adjacent property, or diminish or impair established property values within the surrounding area, or in any other respect impair the public health, safety or welfare of the residents of the City". FINDING: The proposed use is consistent with the standard:.. 81. Joseph Code of Ordinances 52.8 subd. (e) "states that the condition or situation of a specific piece of property, or the intended use of said property, for which the variance was sought, is not of so general or recurrent a nature as to make reasonably practicable the formulation of a general regulation for such conditions or a situation". FINDING: The proposed use is consistent with the standard. Discussion: Rassier stated it is his opinion that since the modifications to the building are . minor and the property zoning classification changed, the property owner should be granted the variance. KalinoV'.'ski concurred. Therefore, based on the above findings, the Planning Commission makes the following recommendation: Approval of the Variance on the exterior requirements in a Highway Business Zoning District. The motion passed unanimously. - - . Rassier made a motion to recommend the City Council adopt the following finds, recommending approval of the Special Use Permit. The motion was seconded by Deutz Resolution of finding The request of Diamond Energy for a Special Use request came before the Planning Commission at a public hearing held on June 3, 2002. The purpose of the hearing was to consider issuance of a Special Use Permit to allow Industrial Warehousing in a Highway 75 Business Zoning District. St. Joseph Code of 52.22 subdivision 4 (c) allows for industrial and office warehousing. That part of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in Stearns County, Minnesota, which lies east of the west 186.50 feet thereof, north of the northerly right of way line of County Road Number 75 (formerly U.S. Trunk Highway Number 52) and west of a line drawn due south from a point which is 800.00 feet due west of a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in said county and state, distant 800.00 feet northerly of the intersection of said west line with said northerly right of way line of County Road Number 75. Together with an easement for ingress and egress over that part of the south half of the northeast quarter of Section 9, Township 124, Range 29, Stearns County, Minnesota, which lies within 33 feet on each side of the following described line: Commencing at a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in Stearns County, Minnesota, distant 800.00 feet northerly of the intersection of said west line with the northerly right of way line of County Road Number 75 (formerly U.S. Trunk highway Number 52); thence due west for 800.00 feet; thence due south to a line drawn parallel with and 33.00 feet northerly of the north line of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in said county and state, this being the point of beginning of the line to be described; thence . westerly along said parallel line to its intersection with the west line of the east half of said Section 9; thence deflect to the left along a tangential curve, having a radius of 80.00 feet and a central angle of 53' 00" for 74.00 feet; thence southwesterly on tangent to said curve in the northerly right of way line of said County Road Number 75 and there terminating. . The request has been submitted by Diamond Properties Partnership, 819 19th Avenue NE, St. Joseph MN 56374. Notice of this matter was duly served and published. In consideration of the information presented to the Planning Commission and its application to the Comprehensive Plan and Ordinances of the City of St. Joseph, the Planning Commission makes the following findings: The proposed use is consistent with the standards for granting a special use permit, St. Joseph Code of Ordinances 52.9 Therefore, based on the above findings, the Planning Commission makes the following recommendation: Approval of the Special Use Permit to allow Industrial warehousing a Highway Business Zoning District with the following contingencies: 1. The property owner will plant trees to the west of the existing building to provide screening. - The motion passed unanimously. - - ity of St. Joseph ~ - _ollege Avenue NW P.O. Box 668, Public Hearing St. Joseph, MN 56374 City of S1. Joseph (320) 363-7201 Fax: 363-0342 :ìERKI The Planning Commission for the City of S1. Joseph shall conduct a public hearing on Monday ÁDMINISI'RATOR June 3, 2002 at 7:05 p.m. in City Hall .of S1. Joseph. The purpose of the hearing is to consider a Judy Weyrens variance request to allow remodeling to the building located at 601 West County Road 75, S1. . Joseph MN 56374 without meeting the exterior building material requirements as stated in MAYOR Section 52.22 B-2 Hiqhwav 75 Business District, Subdivision 7 (c) Buildinq Exteriors of the S1. Larry J. Hosch Joseph Code of Ordinances. COUNCILORS Section 53.22. Subdivision 7 (c) states thi:J~ acceptable exterior building materials shall include Bob Loso brick, stone, tip-up concrete panel, decorative concrete block or glass. Wood siding, plastic, and Cory Ehlert other combustible material not listed as acceptable shall not be used for building exteriors. Architecturally approved steel is acceptable provided that at least 50% of the building (excluding Kyle Schneider windows and doors) consist of brick, stone, tip-up concrete panel and / or decorative concrete Alan Rassier block. Any building undergoing renovation, repair, or an addition, so as to require the issuance of a building permit, shall be brought into conformance with this subsection at the time of repairs, renovation, or addition are completed. . Additionally, a special use permit is being requested to allow industrial warehousing in a highway business. S1. Joseph code of ordinance 52.22 subdivision 4 (c) allows for industrial and office warehousing. - ~ The property is legally described as: That part of Lot 9, AUDITOR'S SUBDIViSioN NUMBER 4, a duly recorded plat in- Stearns County, Minnesota, which lies east of the west 186.50 f~et thereof, north of the northerly right of way line of County Road Number 75 (formerly U.S. Trunk Highway Number 52) and west of a tine drawn due south from a point which is 800.00 feet due west of a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in said county and state, distant 800.00 feet northerly of the intersection of said west lin0 with said northerly right of way line of County Road Number 75. Together with an easement for ingress and egress over that part of the south half of the northeast quarter of Section 9_, Township 124, Range 29, Stearns County, Minnesota, which lies within 33 feet on each side of the following described line: Commencing at a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in Stearns County, Minnesota; distant 800.00 feet northerly of the intersection of said west line with the northerly right of way line of County Road Number 75 (formerly U.S. Trunk highway Number 52); thence due west for 800.00 feet; thence due south to a line drawn parallel with and 33.00 feet northerly of the north line of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in said county and state, this being the point of beginning of the line to be described; thence westerly along said parallel line to its intersection with the west line of the east half of said Section 9; thence deflect to the left along a tangential curve, having a radius of 80.00 feet and a central angle of 53' DO" for 74.00 feet; thence southwesterly on tangent to said curve in the northerly right of way line of said County Road Number 75 and there terminating. The request for Variance and Special Use has been· submitted by Diamond Properties Partnership, 819 19th Avenue NE, S1. Joseph MN 56374. . Judy Weyrens Clerk / Administrator --. Publish May 17, 2002 ~~ \ \ " " \ ~i,_ . \ \- ~" \0 . --'~-+------- I I I I .( %, ¡ I nue.::-<;-" I I ,4;( eA. If/¡¡;Iß~//f/~ . l (f I f, I: I , ¡II/I/ . -'.. - r . - -'------ - -- CSPH 75 --- I "' "' § I ::> z 101 ~ I ~ I :t: :t: l- I l- X z iñ 101 I ì;j II) I I I I I I I J.s c , " ~ ! ~ r tI-e~-CITY OF ST. JOSEPH ~-25 College Avenue North d~/__r'¡2-? PO Box 668 . St. Joseph, MN 56374 320-363-7201 DEVELOPMENT REVIEW APPLICATION \ \ ; Applícant: Address: Address: 931 .' Telephone (W): -8338 Telephone (H): X Conditional Use Permit Vacation of ROW/Easements Variance Non-conforming Use Permit Planned Unit Development Rezoning Sign . Subdivision TOTAL FEE $ Date fee received Date application received . PETITIONER MUST PROVIDE THE FOllOWING · A list and mailing labels of all property owners within 350 feet of the boundaries of the property. (This information must be obtained from the Stearns County Auditors Office) - N {". · Twenty-one full size folded copies of detail site plans. · Payment of all associated fees must be made in full when application is made. · Copy of full legal description. · Narrative of project scope. This application must be completed in full and be typewritten or clearly printed and must be accompanied by all information and plans required by applicable City Ordinance provisions, Before filing this application, you should confer with the Planning Department to determine the specific ordinance and procedural requirements applicable to your application. A determination of completeness of the application shall be made within ten business days of the application submittal. A written notice of application deficiencies shall be mailed to the applicant within ten business days of application. This is to certify that I am making application for the described action by the City and that I am responsible for all City requirements with regard to this request. This application should be processed in my name and I am the party whom the City should contact regarding any matter pertaining to this application. I have attached a copy of proof of ownership (either copy of Owner's Duplicate Certificate of Title, Abstract of , Title or purchase agreement), orl am the authorized person to make this application and the fee owner has ï;;;Iit:~ S/¡3/02- - Signature of Applicant Date - AlMlÇ~~Þ) _ç I ¡oj o-¿ ,/ nature "-fee Owner Date Application for Special Use Permit . The applicant ( Diamond Properties Partnership consisting of Joel Miller, Michael Miller and Scott Miller) with business address of 819 19th Avenue N.E., St. Joseph, Mn 56374 is requesting a special use permit regarding the 'property at 601 West County Road # 75, St. Joseph, MN 56374. 1. The property is currently zoned B-2 (Highway 75 Business District). This zoning is administered in a manner which will encourage and promote high-value development in a manner similar to a planned unit development, taking full advantage of the City's highway location. It is also the purpose of the Hway 75 Business District that a pleasant and aesthetically pleasing environment be developed and maintained. To that end, the applicant has every intention of accomodating and maintaining the environment desired. 2. The applicant operates a business similar in many ways to that of Schroeder Sports, Inc. in that Diamond Energy Systems, Inc. is a mechanical insulation contractor/supplier where Schroeder Sports was a supplier of sports equipment. 3. Under the B-2 (Highway Business District), it is required to have a Special Use Permit. We are requesting one under subdivision 4, # c. Industrial and Office . Warehousing.. The applicant's intended use of the property is for storage of insulation materials and office use as part of the business. There is little or minimal walk-in traffic as part of the business operation. - - 3. The property is 455.11 (North) x 306.73 (East) x 482.56 (South) x 153.93 (West) equalling 104, 826 sq. ft. (2.41 Acres) with a building of 21 600 sq. ft. comprised of 2400 sq. ft. of finished office area and 19,200 sq. ft. of warehouse area. The property has two loading docks and two overhead doors. The blacktop area included approximately 11,200 sq. ft providing parking for approximately 22 vehicles on blacktop. In addition, there is an area 100' x 160' equalling 16,000 sq. ft. North of the blacktop area that could be used and has been used for additional parking in the past.. This area includes the loading dock area as well as the additional overhead door area. The fleet of fourteen (14) company owned vehicles which includes 1/2 ton to 1 ton pick-up trucks. These vehicles would be parked on the site overnight. Some employees drive company owned vehicles to work and home again raising the need for parking to about 24 spaces. The applicant has semi-delivery traffic approximately four times during a normal work week and typically these trucks are in the loading dock for an hour. No semi-trailer traffic remains in the dock overnight. No outside storage in trailers is anticipated as part of the intended use of the property. 4. The applicant, Diamond Energy Systems, Inc. has 26 employees which includes the three owners. These employees come to the subject property and then leave in company owned vehicles to go to the job site. 5. The applicant prefers to defer signage until the pending amendment to signage in ~ 1 .- , (. Application for Special Use Permit the B-2 zone is complete. 6. The applicant's intent is to continue the attractive and aesthetically pleasing environment by operating a business that will not involve only those uses, activities, processes, materials, equipment and conditions of operation as indicated on this . application formó There will be no excessive production of traffic, noise, smoke, fumes, glare or odors as already indicated in this application. This applicant wants to be a good citizen to the City of St.Joseph and a good representative of the City by a pleasing environment as viewed by the motoring public. . . 2 Application for a variance from building exterior requirement · The applicant Diamond Properties Partnership is requesting a variance from Section 52.22 B-2 Highway 75 Business District, Subdivision 7: Other Requirements. c) which reads Building exteriors: Acceptable building materials shall include brick, stone, tip-up concrete panel, decorative concrete block or glass. Wood siding, plastic, and other combustible materials not listed as acceptable shall not be used for building exteriors. Architecturally approved steel is acceptable provided that at least fifty percent (50%) of the building (excluding windows and doors) consists of brick, stone, tip-up concrete panel, decorative concrete block and/or glass. Any building undergoing renovation, repair or an addition, so as to require the issuance of a building permit, shall be brought into conformance with this subsection at the time the repairs, renovations, or additions are completed. 1.The applicant is requesting a variance from the 50 % rule based upon the fact that the property has already brick on the entire exterior office area facing South.and wrapping around the office area on the East side of the building. · · FOR LEASE (. jlm®@' @ ~ i2 ð Jj~~ ~1]]d1&ill)~WJ@ ADDRESS: 601 West County Road # 75, St. Joseph, MN 56374 LEGAL: Part of Lot #9,Auditor's Subdivision # 4,Stearns County . Parcel # 84.53444 SITE INFORMATION IMPROVEMENT INFORMATION SIZE: 2.47 Acres TYPE: Warehouse! light mfg. ZONED: General Business (G.B.) AGE: 1998 PARKING: Adequate parking. CONSTRUCTION :Steel frame/steel UTILITIES siding/steel roof. GAS: N.S.P. SIZE: 80' x120' (part of 21,600 sq. ft.) WATER: Private SQUARE FOOTAGE: 9,600 sq. ft. SEWER: Private OFFICE: None ELECTRICITY: 100 Amp (single ph.T AIC: None . TAXES:$16,596.00 (0.77/sq.ft.)(2002) SA THROOMS: Rough in area. , RENT: $3.00/sq. ft. (triple net) + 45% of HEAT: 4-gas-fired 125,000 b.t.u. unit the taxes. heaters. CEILING HEIGHT=- 18' SPRINKLERED: No LOADING FACILITIES: 1-8' x9' dock DOORS: 1-12' x12' overhead door GENERAL REMARKS: This is a newer, attractive, Gohman Construction Building with upper sidewall windows. In addition, it has an insulation factor of R-19 sidewalls and R-40 ceiling. f~~ tease sRffce h¡:ls its own cgive-i'þ and loadinPc dock. Easy access to 1-94. IS IS a co lâentlal property nef. or more in ormation or an appointment to view the property, contact: ~~'''"'''''¡¡¡ IlETTWER REAL ESTATE SERVICES 26 6TH A VENUE NORTH, SUITE 260 ST. CLOUD, MINNESOTA 56303 COMMERCIAL REAL ESTATE~ INV.ESI'.MENT SALliS m! DIWELOP:MENT 320-251-1427 . All information herein contained is from sources judged to be reliable; however, no warranty or representation is made as to its accuracy or completeness. The Property is subject to price change, prior lease, sale, or withdrawal from the market, without notice. . - . '.- III ¡II ¡.i¡JIJJI ! II! t 1 !I! '!!II! ¡ ¡¡I If . . 1 rd ~I ~l j ú ~ fJt J 1 !!.~¡ if If HI UIHil 11 i,! i tf1J ~r ~~f f I ( II t I ,g n.' ¡¡UU {'Ii ~ 11 ~ H . J . . ~ II II n it It! ¡ fir II Ii Ii l . t t, ' t , - í \. , . þ 1 Ii ~ I i II r ! 1 .1 . ~ ~ r II ~. ll.~ \J\. I~.r.·' ~ . .. I n I I m I ¡¡¡ -i I) ! . ~ Ie: I 1 ~ : L . , j I ~ r f: ~ . ~ J , b I, ¡. . I . ¡;; ¡I . . , Ir" ~ I 'I =. .jll i I : .~ I â I' , " I ! I : I I , ~I ~ . 1 ~I I . PI ~ ~U-~~ . - I I .~I i', J\~ .-.=. i' . ,.. .10. ./0 a: I'''' . -" ... -,&, '" I ~'h ,\"V. ~ ~ e'£ ¡~ .~ \~ i I\~ ~Vt. ~\Jlt·_ I . .." I 87M /ì\'\:" I "'Ib ~~\I ?/A~ \~ ,~ ~ I / :c;\\IJt." ,&. ~ J\~,. _}'". .1 " ~ lit. ~'~\\I·.. ~^WI ~'Ib. ~ . "'r. ~\\lt I I I I J ,~ J . ~ \\ » tC.. WI CÃOHMAN CON5f, co. SCHROEDER SPORTS INC S/tðl'!an ~ ~ .. Sf' ~ I.\I>N:;orA%~~ (~) ~H1B1 Sf JOSEPH. MINNESOTA ~ I -, (. Exhibit A-Legal Description That part of Lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in Stearns County, Minnesota, which lies East of the West 186.50 feet thereof, North of the northerly right of way line of County Road Number 75 (formerly u.S. Trunk Highway Number 52) and West of a line drawn due South from a point which is 800.00 feet due West of a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in said county and state, distant 800.00 feet northerly of the intersectiòn of said west line with said northerly right of way line of County Road Number 75. Together with an easement for ingress and egress over that part of the South Half of the Northeast Quarter of Section 9, Township 124, Range 29, Stearns County, Minnesota, which lies within 33 feet on each side of the following described line: Commencing at a point on the west line of SCHNEIDER'S ADDITION, a duly recorded plat in Stearns County, Minnesota, distant 800.00 feet northerly of the interection of said west -line with the northerly right of way line of County Road Number 75 (formerly U.S. Trunk Highway Number 52); thence due west for 800.00 feet; thence due South to a line drawn parallel with and 33.00 feet northerly of the north line of lot 9, AUDITOR'S SUBDIVISION NUMBER 4, a duly recorded plat in said county and state, this being the point of beginning of the line to be described; thence westerly along said parallel line to its interection with the west line of the East Half of said Section 9; thence deflect to the left along a tangential curve, having a radius of 80.00 feet and a central angle of 53'-00" for 74.00 feet; thence southwesterly on tangent to (. said curve in the northerly right of way line of said County Road Number 75 and there terminating. r , '. . Complete Electro.,l¡cs Proposal 18 Birch Street East ..0. Box 111 Number: E101 St. Joseph, MN. 56374 320-363-0535 Fax: 320-363 4665 Date: March 21, 2002 Bill To: Ship To: Ci ty of St. Joseph 25 N. College Ave. St. Joseph, MN 563741 PO Number Terms Customer # ·Service Rep. Project Brian Presentation Model Brand D :!scription Qnty/Hrs Price/Rate Tax Amount PLCXP18N Sanyo Lr projector 1. 00 6,600.00 .¡ 6,600.00 RE 350 Canon D cument Camera and Light 1. 00 1,999.00 .¡ 1,999.00 t.ble PL20 Peerless PfOjéctor mounting 1. 00 240.00 .¡ 240.00 b acket I BNC50 Connectors+ C bles for document 1. 00 45.21 .¡ 45.21 r ader S350 Corioscan S an Converter 1. 00 340.00 .¡ 340.00 VP23 Kramer S, urce selection switch 1. 00 880.00 .¡ 880.00 - PR08 Leightronic P ògrammable source 2,350.00 .¡ 0.00 srCher DS-20 Leightronic I terface connection 4.00 83.00 .¡ 332.00 c bles HR-S3900 JVC S VHS VCR 4.00 185.00 .¡ 740.00 BG3.1 Shure D~namiC Microphones (Fire 4.00 95.00 .¡ 380.00 H 11) XGA MCM s~per VGA connection 1. 00 98.00 .¡ 98.00 CJbles 1. 00 1,500.00 1,500.00 L9bor Sub-Total $13,154.21 State Tax 6.50% on 11,654.21 757.53 Total $13,911.74 . · RHP Rockhouse Productions PO Box 757 StJoseph, MN 56374 PH: 320-363-0833 FX: 320 -363-0722 E-mail: Rvelline@AOL.COM Friday, June 14,2002 RE: Pennit extension - Special use St. Joseph Code of Ordinances 52.51 subd. 3 (f) To the attention of: Judy Weyrens and StJoseph Planning Commission Due to my business schedule I have been unable to complete the refurbishment of 21 - 15t Avenue NW by the mutually agreed June 1st dateline. Exterior drawings are being completed this · week and I hope to start the outside of the building within 30 days. I am requesting a completion extension of 120 days and I am hoping to have it done well before that time. ~~. Bob VelJine Rockhouse Studio: Located in the old bank building downtown St Joseph, MN. · Resolution of finding .~ The request of Robert Veline for a Special Use request came before the Planning Commission at a public hearing held on November 5, 200 I. The purpose of the hearing was to consider issuance of a Special Use Permit to allow a rental license in a General Business Zoning District.. S1. Joseph Code of Ordinances 52.21 subd. 3 (f) provides for the following under Special Uses: Mixed use of a Permitted Use and a multiple residential dwelling units; but only if at least 50% of the interior squarefootage (exclusive of the basement or cellar) is used full time for a Permitted Use. The area consisting of multiple residential dwelling units must meet the standards of Section 52.19, Subd. 5 and 6. Parking requirements shall be separately determined for the commercial and residential uses in accordance with Section 52.14, Subd. 4. The property is located at 21 - 1 st Avenue NW, legally described as the N65' oflots 11 & 12 Block 8 Block 009 Townsite of S1. Joseph. The request has been submitted by Robert Veline, 23 West Minnesota Street, S1. Joseph.MN 56374. Notice of this matter was duly served and published. In consideration of the information presented to the Planning Commission and its application to the Comprehensive Plan and Ordinances of the City ofS1. Joseph, the Planning Commission makes the following findings: The proposed use is consistent with the standards for granting a special use permit, S1. . Joseph Code of Ordinances 52.9 Subd. 1. The proposed use meets all the parking requirements both for a rental unit and lower level gift shop. Therefore, based on the above findings, the Planning Commission makes the following recommendation: Approval of the Special Use Permit to allow a rental unit in a General Business District with the following contingencies: 1. The rental license must meet all the requirements as determined by the Housing Inspector, Building Official and Fire Chief. 2. If the lower level is not occupied by a permitted business on June 1,2002, the rental license shall be suspended until the lower level is occupied. . July 6, 1998 Page 1 of 1 AGREEMENT TO DEFER ASSESSMENTS This agreement is entered the day of June, 2002, by and between the following: K&L Partnership, a Minnesota partnership (hereinafter referred to as "K&L");RJT Partnership, a Minnesota partnership (hereinafter referred to as "RJT"); and City of S1. Joseph, a Minnesota political subdivision (hereinafter referred to as the "City"). WHEREAS, K&L owns property legally described as: Lot Three (3), Blòck One (1), Lots One (1), Two (2) and Three (3) of Block Two (2), and Lots Two (2), Three (3), Four (4) and Five (5) of Block Three (3), all ofK&L Properties Addition, Steams County, Minnesota (hereinafter referred to as the "K&L Land"); WHEREAS, RJT owns real property described as: Lot One (1), Block One (1); K&L Properties Addition, Steams County, Minnesota (hereinafter referred to as the "RJT Land"); WHEREAS, the K&L Land and RJT Land lies within the Town of St. Joseph, but within an area governed by an orderly annexation agreement with the City of St. Joseph; - WHEREAS, K&L and RJT are willing to petition for the annexation oftheir properties by the - City, pemrit the City to proceed with construction of improvements affecting their property, and assess the cost of improvements to the K8EL Land and RJT Land so long as th~se assessments are deferred in accordance with the terms stated herein, WHEREAS, the City is willing to approve the petition for annexation and proceed with annexation of the K&L Land and RJT Land, and construction of improvements subject to deferral of assessments as set forth herein; THEREFORE, in consideration of the actions of the parties and the mutual promises contained herein, the parties hereby agree as follows: 1. That K&L and RJT will petition for annexation of the K&L Land and RJT Land. 2. That if the petition is granted and the City orders the construction of public improvements (consisting of a street, sanitary/sewer, water, and necessary storm water improvements), the City may proceed with assessment of a portion ofthe cost ofthose improvements against the K&L Land and the RJT Land. 3. City agrees that any assessments levied in accordance with paragraph 2 above will be deferred pursuant to the following terms and conditions: . a. The total length ofthe assessment, including any period of deferral will not exceed fifteen (15) years. b. That interest shall accrue during the period of deferral, but shall not become payable until the end of the deferral period. c. That the deferral will end at the earliest occurring of the following: 1. Sale of the property to a person or entity other than K&L or RJT; 11. Issuance of a building pennit for the construction of building on the property; or 111. Three years from the date when the assessments are levied. d. Upon termination ofthe deferral, principal and interest will be paid over the remainder of the original fifteen (15) year period with int~rest to accrue at a rate as established when the assessments were levied, but not to exceed six (6) percent peI' annum. 4. The City reserves the right to postpone the construction of improvements temporarily or indefinitely. 5. Execution of this agreement by K&L and RJT shall be considered a petition for construction of the improvements as outlined herein, but shall not constitute a waiver of the right ofRJT or K&L to challenge the amount of assessment against the K&L Land and RJT Land relative to the improvements. 6: This agreement shall only affect the properties of K&L and RJT as identified as herein. It shall not govern the annexation, installation of improvements and/or assessment of the cost for improvements with respect to any other properties ofK&L and RJT lying within the vicinity of the subject properties. 7. This agreement contains parties' entire understanding with respect to the subject matter contained herein and shall only be modified a \vriting signed by the party to be bound. Dated this _ day of ,2002. K&L PARTNERSHIP RJT PARTNERSHIP It's It's CITY OF ST. JOSEPH Larry Hosch, Mayor Judy Weyrens, Clerk Administrator n:\city\stjoe\2002 . · VRaikOWSki i Seventh Avenue North· ~~~~~~J lid. O. Box 1433 · Cloud, MN 56302·1433 ' June 20, 2002 W·251·1055 Ms. Judy Weyrens ,II Free 800-445-9617 Clerk Administrator, City of St. Joseph 25 Collège Avenue North .x 320-251-5896 . P.O. Box 668 St. Joseph,.MN 56374 Ijhan@rajhan.com Rc: City efSt. Jos~ph -'- Genera! File - ww.rajhan.com K&L Partnership and RJT Partnership Our File No. 41793 Dear' Judy: Enclosed herewith is a draft of an agreement for the Krebsbach's. Please take a look at it and let me know if it expresses your understanding of their proposal. · Isee that they would also like some type of representation from S.E.H. regarding the ability of the services to accommodate their properties. I believe that can be accomplished by a letter from Joe and does not have to be a part ofthis agreement which actually only deals with the deferral of assessments. Let me knowjfyou agree. Hopefully, Joe can provide that letter within the next week so that this agreement can move forward on its own feet. 'ank J. Rajkowski" Once we get this agreement in final fo1111, it can go to the City Council for review and the Council should pass a resolution agreeing to be bound by the terms expressed therein and authorizing you ordon H. Hansmeier and the Mayor to enter the agreement on behalf of the City. 'ederick L. Grunke Judy, I should point out one potential difference from what was proposed Krebsbach's. I believe lomas G. Jovanovich' that they had talked about a fifteen year assessment commencing from when the deferral ends. I . would like to keep the entire assessment and paymentS there under within the time frame of the )hn H. Scherer bonds, which I assume vdll befol" fifteen years. Therefore, 1 have drafted the agreement to "ul A. Rajkowski" provide for payment of the assessments within a total of fiftèen years from the date on which the assessment is levied, not from when the deferral ends. Let me know if you think this may be a evin F. Gray problem. 'illiam J. Cashman Very truly yours, chard W. Sobalvarro RAJKOWSKI HANSMEIER LTD. ,trick J. Larkin Jsan M. Dege >Anne D. Bartishofski eROdlund >rah L. Smith JHS:gnm Enclosure "ank J. Rajkowski and Ríchard W Sobalvarro are admitted to practice in North Dakota, Gordon H. Hansmeier in North Dakota and ItVisconsin, Paul A Rajkowski in Vllisconsin and IlVil/iam 1. Cashman in South Dakota. "'Member of American Board of Triai Advocates. eQualified J.\DR Neutral. .01legeAVenUe NW ity of St. Joseph P.O. Box 668, St. Joseph, MN 56374 (320) 363-7201 June 23, 2002 Fax: 363-0342 CLERK! Nic Yaksch ~ ÁDMINISTRATOR Oak Hills Christen College Judy Weyrens 1600 Oak Hills Road SW . Bemidji MN 56601 MAYOR - Larry J. Hosch Dear Nic: COUNCILORS Bob Loso As per our phone conversation of Friday, JUne 21, 2002 please fmd enclosed the following Cory Ehlert Kyle Schneider infonnation: Alan Rassier Feasibility Report for the SE Utility Extension Project 1. 2. Liquor License Application Material In order to process your request for a liquor license the enclosed application along with a deposit of $ 500.00 for the background check must be received by the City. It is anticipated that the background check will take approximately 30 days. . Once the background check is completed the infonnation will be forwarded to the St. Joseph City Council for approval. The City Council meets on the first and third Thursday of each ~onth. It is my understanding that you anticipate closing on the 5th or 6tIJ of August. Therefore, the Council rnust consider the liquor license on July 18,2002. Please note that a background check must be completed on all partners listed on the applièation. Therefore, each partner must sign the enclosed consent fonn. If you have any questions after reviewing the enclosed please feel free to contact me at 320-363-7201. The City of S1. Joseph looks forward to welcoming you as a new business. CITY OF ST. JOSEPH Judy Weyrens Administrator / Clerk cc: Police Chief Peter Jansky . .A'~ .4e,cu iZ'ð4t32K P.O. BOX 381 . ST. JOSEPH, MINNESOTA 56374 . 5/6/02 To The St Joseph City Council In Re: The Old Stueve Garage The American Legion needs to decide what we are to do with the above property. Right now we are paying out approximately $ 1500.00 in expenses per month without any benefit from the property. The Post Home Committee has recommended that the building be tom down. At least we could then have an expensive parking lot instead of an expensive nothing. The problem right now is the City use of the Property. We do not know whether the . City needs or wants to continue storing its equipment. As I said, we would like to tear the building down. If for some reason the City needs the Property for storage, we decided that the only way we could continue that arrangement is if the City would assume our monthly obligations on the building. We would like to move forward on this as soon as possible. As I stated above, we simply need to know whether the city needs to continue the rental situation, and if so, for how long. We would appreciate if someone from the City would let us know what their decision is as soon as possible. Sincerely, The Post Home Committee Pd~ " n ¡ .r _ f L ....---;-.. ?..-f r \. '¿¿~ -\:' L <-~,Ft fìL L I -~) L,~1 ,.3 bJ - L-( j~(:1 vJ : f--h J <2 (. l'~ ( 'vý\ .~p ,0>-. . · June 24, 2002 City of St. Joseph 25 College A venue North St. Joseph, MN 56374 To whom it may concern, Our name is Torn & Alice Klein and we would like to ask that our property be annexed to the city of St. Joseph for the purposes of connecting to city water and sewer services. Our property is legally described as Lot 4, Block 2, Cloverdale Estates. We would like our services to be paid through special assessment tax fees paid yearly with our property taxes. We would like you to advise us on this matter and determine for us what our next step is. We thank you in advance for your consideration and cooperation in this matter. · Sincerely, ~ )~~ · Overtime and Call outs . May 24 through June 20, 2002 -. 5/25/02 2.00 hrs Weekend Work 5/27/02 5.00 hrs Holiday Work 5/26/02 2.00 hrs Weekend Work 6/6/02 2.00 hrs Training/Meeting 5/27/02 3.00 hrs Holiday Work 6/15/02 2.00 hrs Weekend Work 6/16/02 2.00 hrs Weekend Work . 5/27/02 5.00 hrs Holiday Work _ 6/4/02 2.00 hrs Interviews 6/6/02 2.00 hrs Training/Meeting 6/1/02 2.00 hrs Weekend Work 6/13/02 0.50 hrs OWl Arrest 6/2/02 2.00 hrs Weekend Work 6/14/02 1.00 hrs OWl Arrest --~ 6/8/02 2.00 hrs Weekend Work 5/27/02 5.00 hrs Holiday Work 6/9/02 2.00 hrs Weekend Work 6/10/02 2.00 hrs Emerg Disaster Mtg . . : _.·:-·,_.v v-V_-V~A----'_'-~-----<:--: _' - ' ,~,- :~___ _ 6/6/02 2.00 hrs Training/Meeting 6/11/02 2.00 hrs Remove Signs-121 6/15/02 2.00 hrs Call out-broken faucet . ST. JOSEPH POLICE DEPARTMENT p.o. Box 268 . St. Joseph, Minnesota 56374-0268 (320) 363-8250 ':DU{~JlTIQNAl CENTEBOF CENTRAL MiNNESOTA E-mail: stjosephpd@cji.net June 11, 2002 St. Joseph City Council 25 College Ave NW St. Joseph, MN 56374 RE: Senior Farewell Council Persons, Another year has gone by and so did Senior Farewell. This year I am glad to say it went off without a hitch. We made no arrests and all in all had a good relationship with the students. We did have one tense moments when approx. 50 students broke out of the area that we had set up for them. These students ran down Ash St. to 1 st Ave NW then to the college. Once at the college they decided to take a swim in the fishpond and then came back. Inner-agency working relationship went well with the exception of communications. The following departments sent personal to assist: Steams County Patrol Deputies 10 . Steams County Corrections Personnel 4 Waite Park Police Officers 3 St. Joseph Police Officers 6 St. Joseph Part Time Officers 2 St. Joseph Reserve Officers 4 Pam assisted with dispatching while Judy and Larry assisted with video taping. Fire personnel were on hand to assist with any fires. Sarah Smith the Asst. City Attorney was also on hand to witness the event. If there were a need for any equipment it would be our portable radios. Most of them are getting to be 10 years old and in need of replacement. I would also recommend that we look into some safety equipment such as helmets, shields and batons for riot control in case it is needed. If you have any other questions please stop in and see me. Thanks again for all your assistance. . ~ll~ Minnesota Department of Transportation ~ ~ ~ ~ District 3 \.J' OF TRp..~,l 1991 Industrial Park Road Tel: 218/828-2460 · Baxter, MN 56425 Fax: 218/828-2210 Toll Free: 1/800/657-3971 June 19,2002 Judy Weyrens City of St. Joseph Administrator P.O. Box 668 St.Joseph,~ 56374-0668 Dear Ms. Weyrens: RE: Reconveyance of Railbank Property City of St. Joseph This is in response to your May 15, 2002 letter regarding the reconveyance of railbank property in the city of St. Joseph. · The district is recommending to our Central Office to sell a portion of the railbank property that lies outside the 100-foot corridor. A value of $7,000.00 has been recommended. Once approved, an offer will be presented to the city of St. Joseph. If the City is in agreement, the property will be conveyed. A copy of the proposed reconveyance is enclosed. Thank you for your patience. This type of work can be very time consuming. Sincerely, .Ha 11 ){~ .f-ßß Bo . usch Transportation District Engineer Enclosure: Map cc: Jody Martinson - Mn/DOT Baxter Mark Renn - Mn/DOT St. Cloud BB :rjn · . MEMORANDUM Date: June 26, 2002 To: Honorable Mayor Hosch and Members of the City Council From: Judy Weyrens Re: Comprehensive Plan Please find on the backside ofthe MEMO an email from Mary Niedenfuer of the HCP whereby the HCP is planning advertising for the Comprehensive Plan. Cynthia forwarded this email to me and expressed concern. MDG recognizes the importance of community input and hopes to have considerable participation in the updating of the Comp Plan. However, she expressed concern with the plans of the HCP and would like to ability to control the type of advertising and information that is disseminated to the public. At this time she is requesting support of the City Council to keep control of the process and format for the comprehensive plan. . . tsÚtÙ;U~FWdfNE;ighbòt1Ît;)'ØcIjMe;¡lrig~ l~~-c--~c -~~~ ~~~~~~~~. -~~~~ _~~~_u__ . - -..--] Date:...Wed,26Jun 20023:52;1Ì8'Pf\ì1EasternSt~mdard.-¡-¡me··-····. .' ! . -" - - -- - -,. ---- --- - --- .'.- . - '-, '--- - - . -. - --. - -'- - -' -,,--' -.. , .. .. .. ..' -- - - FrqÍ1):' =OJMuóicipaLDevelopment-Group". <mtlq@bevcomrn.net> _ j -- - . - - "- - - - - - -- - -.- - - .. - - - -- -- ~ --. , -- - - - - . , - -- ..-- -' -- '- - - - - lü~ti¡i;I~~;!~~~~1!~~i\~~~[t~3~~~~3ti¥~1!~¿~f~]c~~f~;~1~~c~~_",-..~?~,.i Dear Joanne, The mayor asked that the HCP work with or stay in communication with you regarding our efforts to get the word out about the neighborhood meeting. I don't know if you are familiar with the Healthy Community Partnership Program through the Initiative Foundation, but this is the very type ofproject they would expect us to be involved in--encouraging the public to voice their opinions, needs, desires and helping to advertise opportunities to do so. Following is a list of the ways we've planned to help advertise the meeting: · A 20 ft. banner for across Main Street (in front of the church) announcing the meeting with time and place. We will need help from the City Maintenance Dept, so if you feel this is a good idea, your support may be useful. · S. Miriam Ardolfhas written a column for the St Joseph Newsleader announcing the meeting and the importance of attending (nothing subversive). She will include an explanation of a comprehensive plan and what it means to the residents, businesses and the city itself. · An insert into the St Joe Newsleader (goes to every household) with a sampling of questions from the questionnaire to whet the public's appetite to get involved in the .. process and attend the meeting. · Float (rental of a vintage fire truck) in the 4th of July parade with signs announcing the meeting and HCP members handing out slips with some info on the meeting. · Local cable access announcement through the City's communications/media committee. The HCP is going to meet on Monday, July 1 at 7:30 AM at the Meeting Grounds on Main Street to discuss last minute details for the 4th parade. If you'll be in town and can attend, we'd love to have you stop by. Any other suggestions you have would be appreciated. We're also very willing to help with refreshments the night of the meeting as well as with other needs, such as arranging for child care, if necessary. Please let us know how we can be of assistance. Thank you for your support of our organization. We look forward to working with you, Sincerely, Mary Niedenfuer Mary Niedenfuer Department Coordinator Modem and Classical Languages and Literatures College of St Benedict / S1. John's University 320 363-5067 (CSB) 320 363-3093 (8JU) nmiedenfuer@csbsju,edu . . MEMORANDUM Date: June 26, 2002 To: Honorable Mayor Hosch and Members of the City Council From: Judy Weyrens Re: Hook up Fee Increase Joe Bettendorf, Dick Taufenand myself met this morning to discuss WAC/SAC and water and sewer rates. It is our recommendation to increase the WAC and SAC as follows: Water Access Charge ITom $ 1,000 to $ 2,000. . Need for Increase: Second water tower 1.2 Million Well Field ..~ Million Oversizing Costs Sewer Access Charge ITom $ 800.00 to $ 2,000. Need for Increase: Sewer Capacity 840,000 Enlarge Lift Station Oversizing If approved the new fees should be implemented August 1, 2002 allowing the City Office to notify builders of the change in fees. As far as the water and sewer rates we are in the process of reviewing the rates along with anticipated growth. We hope to have a schedule to the Council in July during the budget time. . t!·· ...,... tt. ~".o,' ~; 06/25/2002 16:42 BRIGGS + ~DRGAN ~ 93203630342 NO. 352 (;10£ t4!iì;-.'!J 111·- ~~1!'r'''' ........~....,.... .. U . ......".!IIIÞUI ~ .. ........~'.I. E: . .... . . ."' . . EXTRACT OF MINUTES OF A MEETING OF THE .1'" . .. ..-. .. CITY COUNCIL OF THE CITY ~ '.~ -, .. i, 1." '". " ..-tl OF ST. JOSEPH. MINNESOTA .......1" ' ...."'I"1tt·' . IŒID: June 27) 2002 .,..........,.."..~ ' Pursumt to due call and notice thereof. a special meeting of the City CO'l.lnoil of the City of St. Joseph. Stearns County. Minnesota, was duly called and held on the 27th day of June, 2002. at _ p.m. The following members of the Council were present: '1'''' A :. f1. .·(¡¡.,ã...ü !(, r.t¡;a:j ;¡:p. ill' , ' and the following were absent: ~''''~'1!''4''''' ................,~....., .. .. .l . ~ ....~ " Member introduced the following resolution and moved its adoption: '1'11.111*'11 t..·... I....i.lbll... ...... ._.fll RESOLUTION ESTABLISHING TAX INCREMENT 4¡ '.'''.1111 · ¡æ:q DISTRICT NO. 1-4 AND APPROYmG THE TAX INCREMENT '.,'. ", FINANCING PLAN THEREFOR WITHIN DEVEWPMENT DISTRICT NO.1 .. .......1'''· WHEREAS: *",~1tt<., , ...tI"#('._",II-'M-t A. It has been proposed that the City of St. Joseph, Minnesota (the "City") establish . Tax: Increment District No. 1-4 within Development District No. 1 and adopt a tax increment financing plan therefor under the provisions of Minnesota Statutes, Sections 469.124 to 469.134 and 469.174 to 469.179 (collectively) the "Act"); and " B. The City Council has investigated the facts and has caused to be prepared a JI:'_ .., -. ,. -n. "(¡"¡'¡ .. ,l.~ "I proposed tax increment financing plan for Tax Increment District No. 1-4 therein; and "ji¡;',.;~,!,cf t', '~"""'!""1!'~'~'" c. The City has performed aU actions reqtùred by law to be performed prior to the .............................. , .' ¡I' I u. n,,~. 111 .. ~ establishment of Tax Jn~rement District No. 4-1, and the adoption of a proposed tax increment " . . ... ....111.\.. ï I ...itilil,1l' financing plan, inclu.ding, but not limited to, notification of Steams County and Independent I. ....... j School District No. 742 having taxing jurisdiction over the property to be included in Tax , IllIa"'t1t1 ~ ' '. LIb"U".,! . + Increment Disnict No. 1-4 and the holding of a public hearing upon pub1ished and mailed notice ~.. - as required by law; and ,. ........11" ' NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of 8t. '......'I'i"'1t.." , ..........,..00-.... I Joseph as follows: 1. Tax Increment District No. 1-4. There is established in the City ofSt Joseph withìn Development District No.1 a Tax Increment Dîstrict, the initial boundaries of which are fixed and determined as descn'bed in the Tax Increment Financing Plan. .. f~ .. .. ..!\ ~ I '.CI¡,tí'4 ..r,·U; ~¡¡.~., ro~ .t¡ I' I E:: 141S5S3vl Iii ."" . ~ ' ~ '>J"" ~.tl~'*. , .lt1t.....I~II.. . , UIIN ......! . III.'.J~· . . ;ur::==·: : : ZI :s::::" "",~"ài,I; ~5/2002 16:42 BRIGGS + MORGAN 7 93203630342 NO. 352 ~~~ ......ìtt' · """'....."... 0.<11- ~ § .., ..' 2. Tax Increment FinancÍnj; Plan. The Tax Increment Financing Plan is . adopted as the tax increment financing plan for Tax Increment District No. 1-4, and the City Councìl makes the following findings: ", ~ ". (a) Tax Increment District No. 1-4 is an economic development district as ;;,;,:~; :; defined in Minnesota Statutes. Section 469.174. Subd. 12, the specific basis for such '''I'''"''!'-.,.... determination being that the 67,000 square foot manufacturing project will increase employment -::~; ":, in the State and it will result in the preservation and enhancement of the tax base oftbe State. I 11 ......1 Þ . " "lllilllL'jIII." (b) 111 dred 1 ~~. th ., ftheC· C i1 uld .J II .'1111. I e propose eve opro""""" J.n e opnuon 0 Ity ounc , wo not · '.....m.I1.. . occur solely through. private investment within the reasonably foreseeable future and that the : ~. . , . . ,. ., .", ::: increased market value of the site that could reasonably be expected to occur without the use of :=:t::. tax increment financing would be less than the increase in the market value estimated to result :........1".·· from the proposed development after subtracting the present value of the projected tax · ~ ~ ~~:" increments for the maximum duration of Tax Increment District No. 1-4 permitted by the Tax Increment Financing Plan. The reasons supporting this finding are that: (i) Private investment will not finance these development activities because " of prohibitive costs. It is necessary to finance these development activities . . .. .. . through the use ofmx increment financing so that other development by ;;;,; ~;; J" private entoIprise will occur ",itlùn Development District No. 14. ~-f.""". ~ ..-". ---.. ~ (ii) A l'~tive analysis of estimated mcuket values both "lith and without . · l . Â ..", """"*-1""---- ....-......., I' establishment of Tax Increment District No. 1-4 and the use of tax : I I .. ...111 :: increments has been performed as described above. Such analysis is !=. . found in Exhibit E of the Tax Increment Financing Plan. and indicates that : : :m~==,: : the increase in estimated market value of the proposed development (less ::=::::. the indicated subtractions) exceeds the estimated market value of the site "........11' absent the establishment of Tax Increment District No. 1-4 and the use of .~-:!:... tax increments. (c) The Tax Increment Financing Plan for Tax Increment District No. 1-4 conforms to the general plan for development or redevelopment of the City of 81. Joseph as a whole. The reasons for supporting this finding are that: .f," -1;' f-O' ,.a, ~. (i) Tax Increment District No. 1-4 is properly zoned; and l"'lt"~ fI J '~-1!""!~' · -~...- (ii) The Tax Increment Financing Plan will generally compliment and serve to · , , ...... . 1 1·· d ed b th Ci l J, _.'''., . 1mp ement po lC1es a opt y e ty. , ......jUll.... , . ~ : 1:1=~ : (d) The Tax Increment Financing Plan will afford maximum opportunity, . :==::.. . .. ..:1...... consistent with the sound needs of the City ofSt. Joseph as a whole, for the development or . :::::t:t::. .. redevelopment of Development District No. 1-4 by private enterprise. ;........I't... 141555M 2 ':~:!~~'" e ... ....../¡Ð£L.::V¿110¿ 16: 42 BRIGGS + MORGAN ~ 93211'136311'1342 NO, 352 ~[ ; 11"_.1"".'111'1'" . "". .....i.... 11...._1'. ' ~.;U ..~IIt1 . .~..~I..",.·· . .1t,.JB! UH ,.. ~. Th . this find' ilia .;~~~': . ereasons supportmg .. .mgare í: ~¡ . The development actiVIties are necessary so that development and redevelopment by private enterprise can occur within Development District No. 1-4. 3. Public Purpose. The adoption of the Tax Increment Financing Plan for Tax Increment District No. 1-4 therein confonn in all respects to the requirements of the Act and ....ð ,::. will help fulfill a need to develop an area of the State which is already built up to provide $'" ..', t4' employment opportunities to improve the tax base and to improve the general economy of the !!I.C"'iI·I'III' S d th b ubli . ;....~~...'f,+... tate an ere y serves ape purpose. --r-'.' :.::.:::::: ":: 4. Certification. The Auditor of Stearns County is requested to certifY the .........U"I. original net tax capacity of Tax Increment District No. 1-4 as descn"bed in Tax Increment =::::~ ~ Financing Plan~ and to certify in each year thereafter the amount by which the original net tax _Ø!'~I~.,..I· . . capacity has increased or decreased in accordance with the Act; and the City Administrator is êi:t:. ., ..' . authorized and directed to forthwith transmit this request to the County Auditor in such Conn and '. .. j I\~" content as the Auditor ma.y specify, together with a list of all properties within Tax Increment ""....:1t~". District No. 1-4 for which building pemrits have been issued dwing the 18 months immediately ~..... ~. prec:eding the adoption of this Resolution. 5. Filing. The City Administrator is :further authorized and directed to file a copy of the Development Program and Tax Increment Financing Plan for Tax Jfncrement District No. 1-4 with the Commissioner of Revenue. ." The motion for the adoption of the foregoing resolution was duly seconded by . ".. . , :. member and upon vote being taken thereOn, the following voted in favor thereof: iiI¡ f· if A III ~........"!t!'"'''' ~~.t--....... _u '!t~" ~.. . and the fòllowing 'Voted against the same: ::;;:;:;;;: : .......tt , ....~lIlh· . . ...m,.r.· . . Whereupon satd resolution was declared duly passed and adoptr.d. !!!!!!:."....... ,." . ~. ,I ...tll', I "......"'.',. . ............' lot' ø .¡. f.i õ;!-" '" ~ tI- r .",!filll !,,"!,..,~1t!...... ..........'!!........"'.' .~....,.'.....fC"" . ....t1h....... ..I....IUIII' 1415553\'1 3 1I....~tj , II' .' .. . ....j ,._1' _... ..'. :'.: :.' . -. ' "' '''~''H' " "....,.,.,1t t"" .c_'''~.""' I , · .,....... IifIII;C .. "J , < 'ft't'f'--1t·e6/25/2D02 16:42 BRIGGS + ~DRGAN ~ 93203630342 ~-iJ . 352 [jI ~_. ..... ... STATE OF MINNESOTA . COUNTY OF STEARNS . . . H' CITY OF ST. JOSEPH I; ......" .. I.t·:I;' "r .. ¡ '~"iÞ''1!'''' ..........--..1...·.. .. . !!",""I I, the undersigned, being the duly qualified and acting Administrator of the City .. J' U~.."I .... I.. ...11 II' ofSt. Joseph, MÚIDesota, DO HEREBY CERTIFY that r have compared the attached and . t,.".tj . · . IlllÞtmJH~ . foregoing extract of minutos with the original thereof on file in my office, and that the same is a · 'f! t ªE " full, true and complete transcript "fth. minute, "f a meeting of the City C",mcil of said City, : I' .. : . ...,' duly called and held on the date therein indicated, insofar as such minutes relate to the , ..........,' < establishment of Tax Increment District No. 1-4 therein in the Cìty. · ...,..,.. lit'" '" t, . ......".. .",-, WITNESS my hand this 27th day of J\Ule, 2002. City Adminístrator . . . " to '.<Ø- ' It '*'J' ., µ ¡ .~.......~... ...........~'"....,~. I ... Il",!,!,l ~ < -J. J ,u ... I' , .... ""'.lrnN' ~"."HlI1i , . '. J1JJI-...mI~· ::=t:~::: : ~;,::::. ,......-...,< , 1't"'N' -1t." ......-to ...., n· .,.... .. . ..~« if ,. # "1\11,;;; III ...~M-....1!'..,... ~--r-"'< L .. JIIIII' ~...L._' ...u.....J ..... · .1....111f'. , J""..' ·<....4<Ur." ., JÂ'4,~..·' . ..1 ~~ 'I .' . : L::t::' ,....._.., ,. < ~~1!;" < .....,..._ ~... -t<. . 4 141SSS3vl . f·- .. ,.< ·k!' -t ~; ''',1''<,;1 ., · lur:JMy A Divìsion ofMiJler Johnson Steichen Kinnard Bond Underwriters. Financial Advisors. Investments Kinnard Financial Center 920 Second A venue South ~inneapolis,~ 55402 TABLE OF CONTENTS ARTICLE I - DEFINITIONS AND EXHffilTS . Section 1.01 Definitions.............................. ........................................................................ 1 Section 1.02 Executive Summary .... ..... .... ....... ............... .... ................. ...... ....... .......... ......... 2 Section 1.03 Exhibit Reference/Description ......................................................................... 2 ARTICLE III - TAX INCREMENT FINANCING PLAN Section 2.01 Statement of Need and Public Purpose. ................. ................... ........................ 3 Section 2.02 Statutory Authority............... ....... ....................... ....... ...... ................ ..... ........... 3 Section 2.03 Statement Objectives ........... ....... ............... .......... ........... ........ ..... ................... 3 Section 2.04 Economic Development District Designation.................................................. 3-4 Section 2.05 Duration of the Tax Increment Financing District..............................................4 Section 2.06 Specific Development Expected to Occur Within the TIP District......................4 Section 2.07 Property to be Included in the TIP District........................................................ 4 Section 2.08 Property to be Acquired in the TIP District....................................................... 5 Section 2.09 Findings and Need for Tax Increment Financing............................................... 5 Section 2.10 Estimated Sources of Revenue/Public Costs ..... .... .... .... ... .... ... .................. ........ 6 Section 2.11 Estimated Amount of Bonded Indebtedness ....... .... ................. ....... ...... ........ .....6 Section 2.12 Original Net Tax Capacity............................................................................... 6 Section 2.13 Original Local Tax Capacity Rate ....................................... .............................7 Section 2.14 Projected Retained Captured Net Tax Capacity and Projected Tax Increment.... 7 Section 2.15 Use of Tax Increment..................................................................................... 8 Section 2.16 Excess Tax Increment ... ...... .......................... ........ ....... .......... ........... .......... 8-9 Section 2.17 County Road Costs......... .......................... ........ ...... .................. .............. ........ 9 . Section 2.18 Three- Y ear Activity Rule -........... ....... .......... .............................. .............. ........ 9 Section 2.19 Four- Year Rule - Limitations 011- Property Not Subject to Improvements............. 9 Section 2.20 Five- Year Rule - Tax Increment Pooling ...... ............ ....................... ......... ...... 10 Section 2.21 Limitations on Administrative Expenses.......................................................... II Section 2.22 Estimated Impact on Other Taxing Jurisdictions.............................................. II Section 2.23 Local Government Aid Penalty ......................................................................11 Section 2.24 Prior Planned Improvements. ................ ....... ............. .................... ................. II Section 2.25 Development Agreements........................................................................ 11-12 Section 2.26 Assessment Agreements............................................................................... 12 Section 2.27 Modifications of the Tax Increment Financing Plan......................................... 12 Section 2.28 Administration of the Tax Increment Financing Plan........................................12 Section 2.29 Financial Reporting and Disclosure Requirements ...................................... 13-16 Section 2.30 Business Subsidy Compliance........................................................................ 17 Map of the Development District.................. ....................... ........ ............. ....... .............. EXHIBIT I Map of the Tax Increment Financing District.................................................................. EXHIBIT IA Property Description..................................................................................................... EXffiBIT IB Sources and Uses Statement ......................................................................................... EXHIBIT II District AssUInptions Report.............................. ....... .... ................... ............... ............... EXHIBIT III Projected Tax Increment Report.......................... ............. ........ ............. ........................ EXHIBIT IV Estimated Impact on Other Taxing Jurisdictions Report................................................... EXHIBIT V . Market Value Analysis Report....................................................................................... EXHIBIT V Articlel- Definitions, Introduction and Exhibits Jurj~ · Section 1.01 Definitions The terms defined in this section have the meanings given herein, unless the context in which they are used indicates a different meaning: "Authority" means the City of St. Joseph or designee of the City. "City" means the City of St. Joseph, Minnesota; also referred to as a "Municipality". "City Cmmcil" means the City Council of the City; also referred to as the "Governing Bodv". "County" means Steams County, Minnesota. "Development District Act" means Minnesota Statutes, Sections 469.124 through 469.134, as amended and supplemented from time to time. "Development District" means Municipal Development District No. 1 in the City, created and established pursuant to and in accordance with the Development District Act as described in Subdivision J and Exhibit A of the Development Program. "Development Program" means the Development Program for the Development District, as amended and supplemented from time to time. "Housing Proiect" means a project, or a portion of a project, that meets all of the housing qualifications of a housing district under Minnesota Statutes, Sections 469.174, subdivision 11, whether or not actually · established as a housing district. "Land Use Regulations" means all federal, state and local laws, rules, regulations, ordinances and plans relating to or governing the use or development of land in the City, including but not limited to environmental, zoning and building code laws and regulations. - "Proiect Area" means the geographic area of the Development District. "Public Costs" means the costs set forth in Sections 2.10 and 2.15 of the Tax Increment Financing Plan, repayment of debt service on any Tax Increment Bonds, and any other eligible costs set forth in the Tax Increment Financing Plan, Development Program, or Minnesota Statutes, Section 469.176, subdivision 4. "Public Improvements" means the public improvements, if any described in Subsection E & G of the Development Program or Section 2.10 and 2.15 of the Tax Increment Financing Plan. "School District" means Independent School District No. 742, St. Cloud, Minnesota. "State" means the State of Minnesota. "TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1791, both inclusive. "TIP District" means Tax Increment Financing (Economic Development) District No. 1-4. "TIF Plan" means the tax increment financing plan for the TIF District. · í'itv nf ~t Tn'<f':nh Minnf':,<nt:1 1 Article I - Definitions, Introduction and Exhibits Jurf&M¡y Section 1.02 Introduction . The City of 81. Joseph has agreed to provide tax increment fmancing to 81. Joe Development LLC in an effort to assist in the construction of a new manufacturing facility to be leased to VicWest Corporation in the City of 8t. Joseph. It has been stated by St. Joe Development LLC to the City that the project will not be viable without public participation/subsidy. The City, through this document, will be establishing Tax Increment Financing District No. 1-4 and will be the administrator of the district. Section 1.03 Exhibit Reference/Description Exhibit I This is a map that describes the boundaries the Development District in which the Tax Increment Financing District will be established. Exhibit lA This is a map that describes the boundaries of the Tax Increment Financing District in which the project generating the tax increment will be located. Exhibit IE This is a PID list/legal description of the Tax Increment Financing District in which the project generating the tax increment will be located. Exhibit II This is a sources and tEes statement that line items the anticipated revenue sources for the project and the anticipated expenditures for those revenues. Exhibit III This report shows the various project and district assumptions for the tax increment financing district including applicable dates, original tax capacity information, projected . project valuation, buildout, and various required elections. Exhibit IV This report shows the cash flow of the tax increment over a specified period of time. It reflects calculations used to determine "net" tax increment including various additions and deductions. Exhibit V This report shows the estimated impact on the respective taxing jurisdictions if the captured tax capacity was available immediately to the taxing jurisdictions. Exhibit V This analysis indicates that the increase in estimated market value of the proposed development (less the present value of the projected tax increments for the maximum duration permitted by the TIF Plan) exceeds the estimated market value of the site ¡riar to the establishment of the TIF District. . (,itv nf St Tn~f'nh Minnp.~nt::! ? . Article II - Tax Increment Financing Plan Ju~~i\y . TAX INCREMENT FINANCING PLAN Section 2.01 Statement of Need and Public Purpose See Subsection B of the Development Program for the Development District. Section 2.02 Statutory Authorization See Subsection C of the Development Program for the Development District. Section 2.03 Statement of Objectives See Subsection D of the Development Program for the Development District. Section 2.04 Economic Development District Designation Economic development districts are a type of tax increment financing district which consists of any project, or portions of a project, not meeting the requirements found in the definition of a redevelopment district, renewal and renovation district, soils correction distric t, or housing district, but which the Authority finds to be in the public interest because: (1) it will discourage commerce, industry, or manufacturing rrom moving their . operations to another state or municipality; or (2) it will result in increased employment in the state; or (3) it will result in preservation and enhancement of the tax base of the state. The TIF District qualifies as an economic development district as the Authority has determined that the proposed development described in this TIP Plan (see Section 2.06) meets all of the criteria listed above. The Authority will document this determination in writing. Tax increment revenue derived rrom an economic development district must be used to provide improvements, loans, subsidies, grants, interest rate subsidies, or other assistance in any form to developments consisting of buildings and ancillary facilities in which no more than 15% of the square footage of the buildings and facilities to be constructed are used for a purpose other than: (1) manufacturing or production of tangible personal property, including processing resulting in the change in condition of the property; (2) warehousing, storage and distribution of tangible personal property, excluding retail sales; (3) research and development related to the activities listed in (1) or (2) above; (4) telemarketing if that activity is the exclusive use of the property; (5) tourism facilities; . (6) qualified border retail facilities; or (7) space necessary for and related to the activities listed in (1) through (6) above. (,itv nf ~t Tn"p.nh Minnp."nt~ ~ Article II - Tax Increment Financing Plan Jur:f~y In addition to the uses specified above, tax increments may also be used for site preparation and public . improvements, if the following conditions are met: (1) bedrock soils conditions are present in 80 percent or more of the acreage of the district; (2) the estimated cost of physical preparation of the site exceeds the fair market value of the land before completion of the preparation; and (3) revenues are expended only for the additional costs of preparing the site and/or installing public utilities, because of unstable soils and the bedrock soils condition, and reasonable administrative costs. Also, tax increments may also be used to provide improvements, loans, subsidies, grants, interest rate subsidies, or assistance in any fonn for up to 15,000 square feet of any separately owned commercial facility located within the municipal jurisdiction of a "small city", if the revenues are spent only to assist the facility directly or for administrative expenses, the assistance is necessary to develop the facility, and all of the increments, except those for administrative expenses, are spent only for activities within the district (see M.S. Section 469.176, Subd. 4c). Section 2.05 Duration of the TIF District Economic Development districts may remain in existence 8 years from the date of receipt of the fIrst tax increment. Modifications of this plan shall not extend this limitations. The Authority reserves the right to allow the TIP District to remain in existence the maximum duration allowed by law (projected to be through the year 2012). All tax increments from taxes payable in the year the TIP District is decertified shall be paid to the Authority. . Section 2.06 Specific Development Expected to Occur Within the TIF District The City intends to enter into a contract with St. Joe Development LLC regarding their proposal to develop and own an approximate 67,000 sq. ft. facility to be leased to VicWest Corporation, subsidiary of Magnatrax Corporation. The proposed ¡:roject includes 7,000 sq. feet of office space with the remainder used for production. The facility will be single story and constructed of steel and block with ceiling heights ranging from 12-16 feet. The project is expected to be started in the summer of 2002 and the City anticipates the project will be completed by year-end 2002. The project should be 100% assessed and on the tax rolls as of January 2, 2003 for taxes payable in 2004. Section 2.07 Parcel(s) to be Included in the TIF District The property to be included in the TIP District is a 27+ acre of land located in the City. The boundaries of the TIP District are reflected on a map attached as Exhibit IA. The following parcel identification number(s) (PID#'s) and corresponding legal description(s), along with adjacent rights-of-way, will be included in the TIP District: Parcel ID NumberILegal Description 84.53470.229 Lot 1, Block 2, Buettner Business Park 84.53470.227 Lot 2, Block I, Buettner Business Park The City retains the right to decrease the size of the TIF district and only include a portion of the . above-listed PID#'s. The exact replat is unknown at this time. Section 2.08 Property to be Acquired in the TIF District ritv "f St T,,~p.nh Minnp'~"t~ 4 · Article II - Tax Increment Financing Plan J~M!y · The City does not intend to acquire any property within the TIF district. Section 2.09 Findings and Need for Tax Increment Financing Pursuant to Minnesota Statutes, the City makes the following findings in conjunction with the approval of this tax increment financing plan: (1) The TIF District qualifies as an economic development district. The reasons and supporting facts for this determination will be documented in writing and retained and made available to the public by the City until the district has been tenninated. The determination is described in Section 2.04 of this TIF Plan. (2) The proposed development or redevelopment, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future, and that the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan; S1. Joe Development LLC has represented to the City in writing that it would not be viable to undertake the proposed development without tax increment financing assistance. It has been determined that the excessive site improvement costs prohibit the generation of a reasonable financial return on investment. · A comparative analysis of estimated market values both with and without establishment of the TIF District and the llse of tax increments has been perfom1ed a.';; described above and is shown in Exhibit V. This analysis indicates that the increase in estimated market value of the proposed development (less the present value of the projected tax increments for the maximum duration permitted by the TIF Plan) exceeds the estimated market value of the site prior to the establislm1ent of the TIF District. (3) The TIF Plan confonns to the general plan for the development or redevelopment of the City as a whole. The TIF Plan has reen adopted by the City Planning Commission after review and making the determination that the TIF Plan complies with the City's comprehensive plan. (4) The TIF Plan will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development, or redevelopment, of the Project Area by private enterprise. The City finds that the development activities are necessary so that development and redevelopment by private enterprise can occur within the Project Area, including but not limited to, the proposed St. Joe Development LLC project. · (,itv nf ~t Tn,,¡>nn Minn¡>"nt!1 Fi Article II - Tax Increment Financing Plan JUI-:fMy Section 2.10 Estimated Sources of Revenue/Public Costs . The estimated sources of revenue, along with the estimated public costs of the TIP District, are itemized and attached as Exhibit n. Such costs are eligible for reimbursement from tax increments, and other listed sources of revenue from the TIP District. The Authority reserves the right to administratively adjust the amount of any of the items in Exhibit II or to incorporate additional eligible items, so long as the total estimated public cost (uses) is not increased. The Authority anticipates providing financial assistance to the proposed development through the use of a pay-as-you-go structure. As tax increments are collected from the TlF District in future years, a portion of these taxes will be distributed to the developer/owner as reimbursement for public costs incurred. The Authority reserves the right to fmance any or all public costs of the TIP District using pay-as-you-go assistance, internal funding, general obligation or revenue debt, or any other financing mechanism authorized by law. The Authority also reserves the right to use other sources ofrevenue legally applicable to the Project Area to pay for such costs including, but not limited to, special assessments, utility revenues, federal or state funds, and investment income. Section 2.11 Estimated Amount of Bonded Indebtedness The Authority does not anticipate issuing tax increment bonds to finance the estimated public costs of the TIF District, but reserves the right to issue such bonds in an amount not to exceed $511,400. Section 2.12 Original Net Tax Capacity . Upon or after adoption of the tax increment plan, the County Auditor, upon request of the authority, shall certify the original net tax capacity of the TIF District. This value will be equal to the total net tax capacity of all property in the TIP District as certified by the Commissioner of Revenue plus any amounted determined under M.S. Section 469.177 subd. 4. For districts certified between January I and June 30, inclusive, this value is based on the previous assessment year. For districts certified between July I and December 31, inclusive, this value is based on the current assessment year. The Estimated Market Value of all property within the TIF District as of January 2, 2002, for taxes payable in 2003, is $482,900 with a Limited Market Value of $308,700. Upon establishment of the TIF District, and subsequent reclassification of property and comple ted phase-in, it is estimated that the original net tax capacity of the TIF District will be approximately $8,158. Each year the County Auditor shall certify the amount that the original net tax capacity has increased or decreased as a result of: (I) changes in the tax-exempt status of property; (2) reductions or enlargements of the geographic area of the TIF District; (3) changes due to stipulation agreements or abatements; or (4) changes in property classification rates. . (,itv nf ~t Tn<:pnh Minnp<:nt:o¡ R · Article II - Tax Increment Financing Plan Jur:fMy · Section 2.13 Original Tax Capacity Rate At the time of the initial certification of the original net tax capacity for the tax increment financing district, the County Auditor shall certify the original local tax capacity rate that applies to the TIP District. This is the sum of all the local tax rates that apply to the property in the TIP District. This rate certified is the rate in effect for the same taxes payable year as the certified original net tax capacity. The tax generated by the extension of the lesser of (a) the local taxing district tax rates or (b) the original local tax capacity rate, to the retained captured net tax capacity of the TIP District is the tax increment. At the time this document was prepared, the sum of all local tax rates that apply to property Ì1 the TIF District, for taxes levied in 2002 and payable in 2003, was not yet available. When this total becomes available, the County Auditor shall certify this amount as the original tax capacity rate of the TIP District. For purposes of estimating the tax increment generated by the TIP District, the sum of the local tax rates for taxes levied in 2001 and payable in 2002, is 118.539% as shown below. 2001/2002 Taxing Jurisdiction Local Tax Rate City of St. Joseph 46.006% Stearns County 54.877% Independent School District No. 742 17.056% Other .600% · Total 118.539% Section 2.14 Projected Retained Captured Net Tax Capacity and Projected Tax Increment Each year the County Auditor shall detennine the current net tax capacity of all property in the TIF District. To the extent that this total exceeds the original net tax capacity, the difference shall be known as the captured net tax capacity of the TIP District. The County Auditor shall certify to the Authority the amount of captured net tax capacity each year. The Authority may choose to retain any or all of this amount. It is the Authority's intention to retain 100% of the captured net tax capacity of the TIF District. Such amount shall be known as the retained captured net tax capacity of the TIP District. Exhibit 1lI gives a listing of the various infonnation and assumptions used in preparing a number of the· exhibits contained in this TIP Plan, including Exhibit IV, which shows the projected tax increment generated over the anticpated life of the TIP District. · ritv ()f ~t T()~p.nh Minnp.~()t¡;¡ 7 Article II - Tax Increment Financing Plan Jurj&My Section 2.15 Use of Tax Increment . Each year the County Treasurer shall deduct 0.36% of the annual tax increment generated by the TIF District and pay such amount to the State's General Fund. Such amounts will be appropria ted to the State Auditor for the cost of financial reporting and auditing of tax increment financing infonnation throughout the state. Exhibit IV shows the projected deduction for this purpose over the anticipated life of the TIF District. The Authority has detennined that it will use 100% of the remaining tax increment generated by the TIF District for any of the following purposes: (1) pay for the estimated public costs of the TIF District (see Section 2.10) and County administrative costs associated with the TIF District (see Section 2.21); (2) pay principal and interest on tax increment bonds or other bonds issued to finance the estimated public costs of the TlF District; (3) accumulate a reserve securing the payment of tax increment bonds or other bonds issued to fmance the estimated public costs of the TIF District; (4) pay all or a portion of the county road costs as may be required by the County Board under M.S. Section 469.175, Subdivision la; or (5) return excess tax increments to the County Auditor for redistribution to the City, County and School District. Tax increments from property located in one county must be expended for the direct and primary benefit . of a project located within that county, unless both county boards involved waive this requirement. Tax increments shall not be used to circumvent levy limitations applicable to the City. Tax increment shall not be used to finance the acquisition, construction, renovation, operation, or maintenance of a building to be used primarily and regularly for conducting the business of a municipality, county, school district, or any other local unit of government or the State or federal government, or for a commons area used as a public park, or a facility used for social, recreational, or conference purposes. This prohibition does not apply to the construction or renovation of a parking structure, or a privately owned facility for conference purposes. If there exists any type of agreement or arrangement providing for the developer, or other beneficiary of assistance, to repay all or a portion of the assistance that was paid or fmanced with tax increments, such payments shall be subject to all of the restrictions imposed on the use of tax increments. Assistance includes sale of property at less than the cost of acquisition or fair market value, grants, ground or other leases at less then fair market rent, interest rate subsidies, utility service connections, roads, or other similar assistance that would otherwise be paid for by the developer or beneficiary. Section 2.16 Excess Tax Increment In any year in which the tax increments from the TlF District exceed the amount necessary to pay the estimated public costs authorized by the TIF Plan, the Authority shall use the excess tax increments to: (1) prepay any outstanding tax increment bonds; (2) discharge the pledge of tax increments thereof; (3) pay amounts into an escrow account dedicated to the payment of the tax increment . bonds; or {,itv ()f Sf T()~pnh Minnp~()f¡¡ R · Article II - Tax Increment Financing Plan JurfMy · (4) return excess tax increments to the County Auditor for redistribution to the City, County and School District. The County Auditor must report to the Commissioner of Education the amount of any excess tax increment redistributed to the School District within 30 days of such redistribution. Section 2.17 County Road Costs The County Board may require the authority to pay all or a portion of the cost of county road improvements out of increment revenues, if the following conditions occur: (1) the proposed development will, in the judgment of the county, substantially increase the use of county roads requiring construction of road improvements or other road costs; and (2) the road improvement or other road costs are not scheduled for construction within five years under the county capital improvement plan, or another formally adopted county plan and in the opinion of the county, would not reasonably be expected to be needed within the reasonably foreseeable future if the TIP plan were not implemented. If the county ele cts to use tax increments to finance the road improvements, the county must notify the authority and municipality within 45 days after receipt of the proposed TIF plan under subdivision 2 and the county and municipality must comply with the terms in M.S. Section 469.175, subd. 2(b). · Section 2.18 Three-Year Activity Rule No tax increment shall be paid to the Authority for a TIP District after three years from. the date of certification of the original net tax capacity unless within the three-year period: (1) bonds have been issued in aid of the project containing the district pursuant to section 469.178, or any other law, except revenue bonds issued pursuant to M.S. Sections 469.152 to 469.165; (2) the Authority has acquired property within the TIP District; or (3) the Authority has constructed public improvements within the TIF District. Section 2.19 Four-Year Rule - Limitation on Property Not Subject to Improvements If after four years from certification of the TIP District no demolition, rehabilitation, renovation, or qualified improvement of an adjacent street has commenced on a parcel located within the TIF District, then that parcel shall be excluded from the TIP District and the original net tax capacity shall be adjusted accordingly. Qualified improvements of a street are limited to construction or opening of a new street, relocation of a street, or substantial reconstruction or rebuilding of an existing street. The Authority must submit to the County Auditor, by February 1 of the fifth year, evidence that the required activity has taken place for each parcel in the TIF District. If a parcel is excluded from the TIF District and the Authority or owner of the parcel subsequently commences any of the above activities, the Authority shall certify to the County Auditor that such activity has commenced and the parcel shall once again be included in the TIF District. The County Auditor shall · certify the net tax capacity of the parcel, as most recently certified by the Commissioner of Revenue, and add such amount to the original net tax capacity of the TIP District. ("itv {)f ~t T{)~p.nh Minnp.~{)t~ ç¡ Article II - Tax Increment Financing Plan Jur:f&MiY Section 2.20 Five-Year Rule - Tax Increment Pooling . At least 80% of the tax increments from the TIF District must be expended on activities within the district or to pay for bonds used to fmance the estimated public costs of the TIF District (see Section E for additional restrictions). No more than 20% ofthe tax increments may be spent on costs outside of the TIF District but within the boundaries of the Project Area, except to pay debt service on credit enhanced bonds. All administrative expenses are considered to have been spent outside of the TIP District. Tax increments are considered to have been spent within the TIF District if such amounts are: (I) actually paid to a third party for activities perfonned within the TIF District within five years after certification of the district; (2) used to pay bonds that were issued and sold to a third party, the proceeds of which are reasonably expected on the date of issuance to be spent within the later of the five-year period or a reasonable temporary period or are deposited in a reasonably required reserve or replacement fund. (3) used to make payments or reimbursements to a third party mder binding contracts for activities perfonned within the TIF District, which were entered into within five years after certification of the district; or (4) used to reimburse a party for payment of eligible costs (including interest) incurred within five years from certification of the district. (5) In the case of a housing district, used for a housing project, as defmed in section 469.174, subdivision II. Beginning with the sixth year following certification of the TIP District, at least 80% of the tax increments . must be used to pay outstanding bonds or make contractual payments obligated within the first five years. Wh_en outstanding bonds have been defeased and sufficient money has been set aside to pay for such contractual obligations, the TIP District must be decertified. The authority may also elect to increase by up to ten percentage points the pennitted amount of expenditures for activities located outside of the geographic area of the district. As pennitted by M.S. Section 469.176, subdivision 4k, the expenditures, including the prior pennitted expenditures, need not be made within the geographic area of the project if the expenditures: (1) are used exclusively to assist housing that meets the requirement for a qualified low- income building, as that tenn is used in section 42 of the Internal Revenue Code; (2) do not exceed the qualified basis of the housing, as defmed under section 42 (c) of the Internal Revenue Code, less the amount of any credit allowed under section 42 of the Internal Revenue Code; and (3) be used to: a) acquire and prepare the site of the housing; b) acquire, construct, or rehabilitate the housing; or c) make public improvements directly related to the housing. The Authority does not anticipate that tax increments will be spent outside of the TIF District (except for allowable administrative expenses); however, the Authority does reserve the right to allow for tax . increment pooling from the TIF District in the future. ritv ()f ~t T()~f'nh Minnf'~()t~ 10 · Article II - Tax Increment Financing Plan JuraJMr · Section 2.21 Limitation on Administrative Expenses Administrative expenses are defined as all costs of the Authority other than: (1) amounts paid for the purchase of land; (2) amounts paid for materials and services, including architectural and engineering services directly connected with the proposed development within the TIP District; (3) relocation benefits paid to, or services provided for, persons or businesses residing or located within the TIF District; or (4) amounts used to pay interest on, fund a reserve for, or sell at a discount, tax increment bonds. Administrative expenses include amounts paid for services provided by bond counsel, fiscal consultants, planning or economic development consultants, and actual costs incurred by the County in administering the TIP District. Tax increments may be used to pay administrative expenses of the TIF District up to the lesser of (a) 10% of the total estimated public costs authorized by the TIP Plan or (b) 10% of the total tax increment expenditures for the project. Section 2.22 Estimated Impact on Other Taxing Jurisdictions Exhibit V shows the estimated impact on other taxing jurisdictions if the maximum projected retained · captured net tax capacity of the TIP District was hypothetically available to the other taxing jurisdictions. The Authority believes that there will œ no adverse impact on other taxing jurisdictions during the life of the TIF District, since the proposed development would not have occurred without the establishment of the TIP District and the provision of public assistance. A positive impact on other taxing jurisdictions will occur when the TIP District is decertified and the development therein becomes part of the general tax base. Section 2.23 Local Government Aid Penalty M. S. 273.1399 was repealed in the 2001 legislative session. Section 2.24 Prior Planned Improvements The Authority shall accompany its request for certification to the County Auditor (or notice of district enlargement), with a listing of all properties within the TIP District for which building pennits have been issued during the 18 months immediately preceding approval of the TIP Plan. The County Auditor shall increase the original net tax capacity of the TIP District by the net tax capacity of each improvement for which a building pennit was issued. There has been no building permits issued in the last 18 months in conjunction with any of the pro!>erties within the TIF District. Section 2.25 Development Agreements No more than 10%, by acreage, of the property to be acquired within a project containing a housing district may be purchased by the City with the proceeds of bonds issued pursuant to M.S. 469.178 to which tax · increment from the property being acquired is pledged unless prior to acquisition the City has entered into an agreement for development which provides recourse for the property should the development or redevelopment not be completed. ("itv of ~t TO~f>nh Minnf>~ot¡ 11 . Article II - Tax Increment Financing Plan Junf~ . The City does not own, or intend to acquire, the property within the economic development TIF district and intends to enter into an agreement for development with St. Joe Development LLC. Section 2.26 Assessment Agreements The Authority may, upon entering into a development agreement, also enter into an assessment agreement with the developer, which establishes a minimum market value of the land and improvements for each year during the life of the TIF District. The assessment agreement shall be presented to the County or City Assessor who shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land, and so long as the minimum market value contained in the assessment agreement appears to be an accurate estimate, shall certify the assessment agreement as reasonable. The assessment agreement shall be filed for record in the office of the County Recorder of each county where the property is located. Any modification or premature termination of this agreement must first be approved by the City, County and School District. The Authority anticipates entering into an assessment agreement. Section 2.27 Modifications of the Tax Increment Financing Plan Any reduction or enlargement in the geographic area of the Project Area or the TIF District; increase in the amount of bonded indebtedness to be incurred; increase in the amount of capitalized interest; increase . in that portion of the captured net tax capacity to be retained by the Authority; increase in the total estimated public costs; or designation of additional property to be acquired by the Authority shall be approved only after satisfying all the œcessary requirements for approval of the original TIF Plan. This paragraph does not apply if: (1) the only modification is elimination of parcels fÌ'om the TIP District; and (2) the current net tax capacity of the parcels eliminated equals or exceeds the net tax capacity of those parcels in the TIF District's original net tax capacity, or the Authority agrees that the TIF District's original net tax capacity will be reduced by no more than the current net tax capacity of the parcels eliminated. The Authority must notify the County Auditor of any modification that reduces or enlarges the geographic area of the TIF District. The geographic area of the TIF District may be reduced but not enlarged after five years following the date of certification. Section 2.28 Administration of the Tax Increment Financing Plan Upon adoption of the TIF Plan, the Authority shall submit a copy of such plan to the Minnesota Department of Revenue. The Authority shall also request that the County Auditor certify the original net tax capacity and net tax capacity rate of the TIF District. To assist the County Auditor in this process, the Authority shall submit copies of the TIF Plan, the resolution establishing the TIP District and adopting the TIF Plan, and a listing of my prior planned improvements. The Authority shall also send the County Assessor any assessment agreement establishing the minimum market value of land and improvements in the TIF-District, and shall request that the County Assessor review and certify this assessment agreement as reasonable. . (,itv nf St Tn<:f>nh Minnp<:nt:o¡ 1? · Article II - Tax Increment Financing Plan 1uraJeMty · The County shall distribute to the Authority the amount of tax increment as it becomes available. The amount of tax increment in any year represents the applicable property taxes generated by the retained captured net tax capacity of the TIF District. The amount of tax increment may change due to development anticipated by the TIF Plan, other development, inflation of property values, or changes in property classification rates or formulas. In administering and implementing the TIP Plan, the following actions should occur on an annual basis: (1) prior to July 1, the Authority shall notify the County Assessor of any new development that has occurred in the TIP District during the past year to insure that the new vahIe will be recorded in a timely manner. (2) if the County Auditor receives the request for certification of a new TIP District, or for modification of an existing TIP District, before July I, the request shall be recognized in determining local tax rates for the current and subsequent levy years. Requests received on or after July 1 shall be used to determine local tax rates in subsequent years. (3) each year the County Auditor shall certify the amount of the original net tax capacity of the TIF District. The amount certified shall reflect any changes that occur as a result of the following: a) the value of property that changes from tax-exempt to taxable shall be added to the original net tax capacity of the TIF District. The reverse shall also apply; b) the original net tax capacity may be modified by any approved enlargement or reduction of the TIF District; · c) if laws governing the classification of real property cause changes to the percentage of estimated market value to be applied for property tax purposes, then the resulting increase or decrease in net tax capacity shall be applied proportionately to the original net tax capacity and the retained captured net tax capacity of the TIF District. The County Auditor shall notify the Authority of all changes made to the original net tax capacity of the TIF District. Section 2.29 Financial Reporting and Disclosure Requirements The State Auditor shall enforce the provisions of the TIF Act and shall have full responsibility for financial and compliance auditing of the Authority's use of tax increment financing. On or before August 1 of each year, the Authority must annually submit to the State Auditor, County Auditor and to the governing body of the municipality a report which shall: (1) provide full disclosure of the sources and uses of public funds in the TIF District; (2) permit comparison and reconciliation of the accounts and financial reports; (3) permit auditing of the funds expended on behalf of the TIF District; and (4) be consistent with generally accepted accounting principles. The report shall include, among other items, the following information: - (1) the original net tax capacity of the district and any subdistrict under 469.177, subdivision 1; ~ (2) the net tax capacity for the reporting period of the district and any subdistrict; {,itv of ~t Tm:p.nh Minnp.l::ot" 1~ . Article II - Tax Increment Financing Plan Jur:J~lY . (3) the captured net tax capacity of the district; (4) any fiscal disparity deduction from the captured net tax capacity under section 469.177, subdivision 3; (5) the captured net tax capacity retained for tax increment fmancing under 469.177, subdivision 2, paragraph (a), clause (1); (6) any captured net tax capacity distributed among affected taxing districts under 469.177, subdivision 2, paragraph (a), clause (2); (7) the type of district; (8) the date the municipality approved the tax increment fmancing plan and the date of approval of any modification of the tax increment financing plan, the approval of which requires notice, discussion, a public hearing, and findings under subdivision 4, paragraph (a); (9) the date the authority first requested certification of the original net tax capacity of the district and the date of request for certification regarding any parcel added to the district; (10) the date the county auditor first certified the original net tax capacity of the district and the date of certification of the original net tax capacity of any parcel added to the district; (11) the month and year in which the authority has received or anticipates it will receive the first increment from the district; . (12) the date the district must be decertifieâ; (13) for the reporting period and prior years of the district, the actual amount received from, at least, the following categories: a) tax increments paid by the captured net tax capacity retained for tax increment financing under section 469.177, subdivision 2, paragraph (a), clause (1), but excluding any excess taxes; b) tax increments that are interest or other investment earnings on or from tax increments; c) tax increments that are proceeds from the sale or lease of property, tangible or intangible, purchased by the authority with tax increments; d) tax increments that are repayments of loans or other advances made by the authority with tax increments; e) bond or loan proceeds; f) special assessments; g) grants; and h) transfers from funds not exclusively assocated with the district; .- ~ îitv nf ~t Tn~pnh Minnf'~nti1 14 . Article II - Tax Increment Financing Plan Jur:JMy . (14) for the reporting period and for the prior years of the district, the amount budgeted under the tax increment financing plan, and the actual amount expended for, at least, the following categories: a) acquisition of land and buildings through condemnation or purchase; b) site improvements or preparation costs; c) installation of public utilities, parking facilities, streets, roads, sidewalks, or other similar public improvements; d) administrative costs, including the allocated cost of the Authority; and e) public park facilities, facilities for social, recreational, or conference purposes, or other similar public improvements; and f) transfers to funds not exclusively associated with the district; (15) for properties sold to developers, the total rost of the property to the Authority and the price paid by the developer; (16) the amount of any payments and the value of in-kind benefits, such as physical improvements and the use of building space, that are paid or financed with tax increments and are provided to another governmental unit other than the municipality during the reporting period; . (17) the amount of any payments for activities and improvements located outside of the district that ar paid for or financed with tax increments; (18) the amount of payments of principal and interest that are made during the-reporting period on any non-defeased: a) general obligation tax increment financing bonds; b) other tax increment financing bonds; and c) notes and pay-as-you-go contracts; (19) the principal amount, at the end of the reporting period, of any non-defeased: a) general obligation tax increment financing bonds; b) other tax increment financing bonds; and c) notes and pay-as-you-go contracts; (20) the amount of principal and interest payments that are due for the CUITent calendar year on any non-defeased: a) general obligation tax increment financing bonds; b) other tax increment financing bonds; and . c) notes and pay-as-you-go contracts; ritv nf ~t Tnc<""nh Minn""c<()t~ 1!,) Article II - Tax Increment Financing Plan Jur:fMIY (21) if the fiscal disparities contribution under chapter 276A or 473F for the district is . computed under section 469.177, subdivision 3, paragraph (a). the amount of increased property taxes imposed on other properties in the municipality that approved the tax increment financing plan as a result of the fiscal disparities contribution; (22) whether the tax increment financing plan or other governing document pennits increment revenues to be expended; a) to pay bonds, the proceeds of which were or may be expended on activities outside of the district; b) for deposit into a common bond fund from which money may be expended on activities located outside of the district; or c) . to other.vise fmance activities located outside of the tax increment fmancing district; and (23) any additional infoffi1ation the state auditor may require. The Authority must also annually publish in a newspaper of general circulation in the City an annual statement for each tax increment financing district showing: (1) the district original net tax capacity and any subdistrict under 469.177, subdivision I; (2) the net tax capacity for the reporting period of the district and any subdistrict; (3) the captured net tax capacity of the district; (4) the month and year in which the authority has received or anticipates it will receive the . first increment from the district; (5) the date the district must be decertified; (6) the amount of principal and interest payments that are due for the current calendar year on any non-defeased obligations; (7) if the fiscal disparities contribution under chapter 276A or 473F for the district is computed under section 469.177, subdivision 3, paragraph (a). the amount of increased property taxes imposed on other properties in the municipality that approved the tax increment financing plan as a result of the fiscal disparities contribution; (8) the amounts of tax increment received and expended in the reporting period; (9) and any additional infoffi1ation the authority deems necessary. The annual statement must infoffi1 readers that additional infoffi1ation regarding each district may be obtained from the authority, and must explain how the additional information may be requested. The Authority must publish the annual statement for a year no later than August 15 of the next year. The authority must identify the newspaper of general circulation in the municipality to which the annual statement has been or will be submitted for publication and provide a copy of the annual statement to the county board, county auditor, the school board, the state auditor, and the goveming body of the municipality on or before August I of the year in which the statement must be published. The reporting and disclosure requirements outlined in this section shall begin with the year the district was certified, and shall end in the year in which both the district has been decertified and all tax increments have been spent or returned to the county for redistribution. Failure to meet these requirements, as . determined by the State Auditors Office, may result in suspension of distribution of tax increment. (,itv nf Sf Tn<;pnh Minnp<;()f~ iR . Article II - Tax Increment Financing Plan JuraJMdr . Section 2.30 Business Subsidy Compliance The City, or other local government agency, must comply with the business subsidies law when providing business subsidies to private entities. The requirements are specified in Minnesota Statutes, Sections 116J.993 to Il6J.995. The City must adopt business subsidy criteria prior to granting a business subsidy. The requirements include: (1) the grantor must adopt the criteria following a public hearing; (2) the criteria may not be adopted on a case-by-case basis; (3) the criteria must set specific minimum requirements that recipients must meet in order to be eligible to receive business subsidies; (4) The criteria must include a specific wage floor for the wages to be paid for the jobs created. The wage floor may be stated as a specific dollar amount or a fonnula that will generate a specific dollar amount (5) a grantor may deviate from its criteria by documenting in writing the reason for deviation and attaching a copy of the document to its next annual report to the Department of Trade and Economic Development; (6) a copy of the criteria must be submitted to the Department of Trade and Economic Development. In addition, the City must enter into a subsidy agreement with the recipient of the subsidy. For subsidies . greater than $100,000 the grantor must provide public notice and a hearing on the subsidy. The subsidy agreement must include: (1) a description of the subsidy, including the amount and type of subsidy, and type of district if the subsidy is tax increment financing; (2) a statement of the public purpose for the subsidy; (3) measurable, specific, and tangIble goals for the subsidy; (4) a description of the financial obligation of the recipient if the goals are not met; (5) a statement of why the subsidy is needed; (6) a commitment to continue operations in the jurisdiction where the subsidy is used for at least five years after the benefit date; (7) the name and address of the parent corporation of the recipient, if any; and (8) a list of all financial assistance by all grantors for the project. The statute provides specific requirements in the event the subsidy agreement goals are not met by the recipient. Recipients are required to report to the grantor specific infonnation as defined in statute. The grantor is also required, as specified in the statute, to report specific infonnation annually to the Department of Trade and Economic Development. The City of St. Joseph intends to comply with the requirements of Minnesota Statutes 166J.993 to 166J.995. - - ritv ()f "t T()~pnh Minnp~()t~ 17 ~GO~lVIAN CONSTRUCTION CO. BOX 57 815 E. COUN1Y ROAD 75 ST. JOSEPH, MN 56374 (320) 363-7781 FAX (320) 363-7207 www.wgohman.com June 26, 2002 GENERAL CONTRACTOR I Ms. Judy Weyrens, City Administrator City of8t. Joseph 25 College A venue North 8t. Joseph, MN 56374 Building & Remodeling RE: VicWest Proposed New Project Commercial 8t. Joseph, MN Industrial Institutional Dear Judy: Proftssional Religious As the chair ofthe 8t. Joseph EDA and its involvement with relation to this project, I and my direct involvement ofW. Gohman Construction Co. and 8t. Joe Development, LLC, I need to step down from any discussion and action on this project. As you know I have been absent at the May meeting when action was taken . DesignlBuild and have stepped aside at other meetings during these discussions. I I will be happy to help do other activities for EDA, but have and will refrain from anything to do with this project. Thank you. Yours truly, Construction A1anagement W. Gohman Construction Co. Services ~ ruce Gohman BG/mw - - . Resolution Authorizing Execution of Agreement Be it resolved that the Waite Park Police Department, St. Joseph Police Department and Cold Spring Police Department enter into a grant agreement with the Minnesota Department of Public Safety, Office of Traffic Safety for the project entitled SAFE & SOBER COMMUNITIES during the perfodfrom October 1,2002 through September 30, 2003. James E. McDermott, Chief of the Waite Park Police Department; Peter E. Jansky, Chief of the St. Joseph Police· Department; and Phil Jones, Chief of the Cold Spring Police Department, are hereby authorized to execute such agreements and amendments as are necessary to implement the project on behalf of the Waite Park Police Department, St. Joseph Police Department, and Cold Spring Police Department. I certify that the above resolution was adopted by the City Council of Waite Park, Minnesota, on ,2002. SIGNED: . WITNESSETH: Carla M Schaefer, Mayor Verena M Weber, City Clerk/Treas. . (Date) (Date) ] certify that the above resolution was adopted by the City Council of St. Joseph, Minnesota, on ,2002. SIGNED: WITNESSETH' Larry Hosch, Mayor Judy Weyrens, Clerk/Administrator (Date) (Date) I certify that the above resolution was adopted by the City Council of Cold Spring, Minnesota, on ,2002. SIGNED: WITNESSETH' Eric Vogt, Mayor Kris Dockendorf, Finance Officer. (Date) (Date) - - aOllege Avenue NW ity of St. Joseph P.O. Box 668, St. Joseph, MN 56374 (320) 363-7201 Fax: 363-0342 MEMORANDUM CLERK! ADMINISTRATOR Judy Weyrens Date: June 26, 2002 MAYOR To: Honorable Mayor Hosch and Members of the City Council Larry J. Hosch COUNCILORS From: Judy Weyrens Bob Loso . Cory Ehlert Re: Posting of Roads Kyle Schneider Alan Rassier Joe Bettendorf, Dick and myself met this morning to discuss posting of roads for maximum tonnage. Since the area of concern is that around Graceview Estates we have only reviewed that area. Please find to follow a map indicating the roads we are recommending be posted as 5 Ton Roads, allowing no construction traffic. Also indicated on the map is a sample sign that we are requesting to be posted with a black background and orange lettering. A sample sign is included on the map. . . - III 01130102 - . I MI f'\'lj..\mop\SOO .. I Dly.pl. I V , _/', / I ,/, ' I ,. I // I . /' ' . 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