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HomeMy WebLinkAbout2008-07-08 Ltr - Attachement 9Receipf # #: 56154 DAG $46.00 1900 #v3IOWE-'S;1 PLAZA WES 803 NICOE_t_E'r MAf_f. MINNEAPOLIS MN 55.102 11 DEVELOPER'S AGREEMENT i i 1181880 11 1111 111 i 11 KC \'13) i CC)Fhi6, ({f11130V ReC'C)I'{ICI 11 Certifed Filed and /or recorded on: 12/11/2007 4:32 PM 1181880 Certificate #: 64778 Office of the Registrar of Titles Return to: Property Records & Taxpayer Services FIRST AMMICAN'II LE=,N1CCQLE E MALI. Washington County, MN AVA, CITY OF OAK PARK SIGH HTS WASHINGTON COUNTY, MINNESOTA 2007 DEVELOPER'S AGREEMENT MAIN CAMPUS ADDITION OF CARE CENTER FACILITY Ott.\ MIS AGREEMENT, made and entered into this ? day of December, 2007, by and between the City of Oak Park Heights, a municipal corporation under the laws of the State of Minnesot:a(the "City" ), and valley Senior Services Alliance , a Minnesota Non-profit corporation, VSSA Care Center LLC and VSSA J3out \Tells Landing . , _.1_,C, both 1\,'14? J .sota limited liability Companies, (the "Developers "). W!TNESSETB; That: WHEREAS, the Developers has made application to the City Council for approval of an amendment to the Planned Unit Development, Site Plan approval all related to the original December 30, 1998 Developer's Agreement and its subsequent amendments affecting land within the corporate l.irnits of the City described as follows: (the "Project"); and, See Attached Exhibit A Boutwell's Landing Main Carpus Addition of Care Center Facility - E Council has on :� . L 2007, granted approval i on oval to the .Proj � ����.��,� tl�c. City C : ��.1 W } �� l � .l the condition that the Developers enter into ihis Agreement stipulating the conditions for the installation of street, water, sewer and other public improvements as well as the develop a: ent cif on -site improvements hereinafter described, all in accordance with the terms and conditions hereinafter set forth; and WHEREAS, The property is zoned PUD District with an underlying zoning of 1 -B, Residential Business. Care centers are a conditional use in the R -B District. NOW, THEREFORE, OR . {1, iii consideration of the premises and of the mutual promises and conditions hereinafter contained, it is hereby agreed as follows: Designation of Improvements: Private improvements to be installed at Developer's expense by the Developers as hereinafter provided are hereinafter referred to as "Plan A Improvements ", Public improvements er is to be installed by the Developers for the City and paid for by Developers are hereinafter referred to as "Plan B Improvements ". LMPLS (O RETURN TOT y 'iE s"9 {. A { �eF i •an sa M0 n urance Cornpan7 t 1900 Midwest Plaza West 801 Nico(Uet Mall Niiinneapolis, MN 55402 1, PLAN A IMPROVEMENTS: The Developers will construct at. Developer's expense the following improvements under Plan A according to the following terns and conditions: A. The Developers shall do all site grading, common greenway and open spaces, storm water storage ponds, surface drainage ways and all 'private driveways including sodding of boulevards, all in accordance with the approved grading, drainage and site plan. A grading plan with maximum two (2) foot contours, pad elevations, drainage provisions, erosion control provisions and cross sections, as necessary, shall be submitted to and approved by the City prior to mmencement- of any site grading. Any changes to the grading plan during construction shall be submitted to the City for approval. Each building site must conform to the grading plan approved by the Building Inspector of the City of oak Park Heights prior to a building permit being issued. The Developers shall control. soil erosion ensuring: 1. All development shall coiif rni to the natural limitations presented by the topography and soil of the project in order to create the best potential for preventing soil erosion. The Developers shall submit an erosion control plan, detailing all erosion control measures to be implemented during construction, said plan shall be approved by the City prior to the commencement encei ment ofsite grading or construction. 2. Erosion and siltation control measures shall be coordinated with the different stages of development. Appropriate control measures as required by the City Engineer shall be installed prior to development and as may be necessary to control erosion. 3. Land shall be developed in increments of workable size such that adequate erosion and siltation controls can be provided as construction progresses. The smallest practical area of and shall be exposed at any one period of time. 4, Where the topsoil is removed, sufficient arable soil shall be set aside for respi ending over the developed area. The topsoil shall be restored to a depth of at least four (4) inches and shall be of a quality at least equal to the soil quality prior to development. 5. The Developers shall not locate its equipment within the right-of.-way of 58th Street North or Norwich Avenue North as acquired by the City of Oak Park 1 lei2hts adjacent to this development without the express written consent of the City Engineer. The Developers shall place iron monuments at all lot and block comers and at all other angle points on boundary lines. Iron monuments shall be replaced after all street and lawn grading has been completed in order to preserve the lot markers. D. The Developers shall be responsible for maintaining the location of and protect ing curb stops, water services and sewer services. Any service or curb stop damaged shall be repaired or replaced as specified Developers shall make all necessary adjustments to the an i b ilops to bring therm flush with the topsoil (after grading) or driveway sur fact, E. The Developers shall be required to provide landscaping and screening as determined by the City and as required by the ordinances of the City. Final landscaping plans must be submitted to the office o f the City Planner for approva l . The Developers shalt be responsible for street maintenance, including curbs, boulevards, sod and street sweeping until the project is complete. All streets shall be maintained free of debris and soil until the project is completed. Warning signs shall be placed when hazards develop in streets to prevent the public from traveling on same and directing attention to detours. The repair of any damage done to the streets or public utilities by Developers or any of its Contractors or Subcontractors, shall remain in the financial responsibility of the Developers. G. The Developers shall furnish site lighting in accordance with the City Ordinance requirements pursuant: to a plan which must receive the approval of the City Planner. 1-1~. Traffic control on and off site. Developers, its agent's contractors and employees shall follow all directives of the City Engineer relative to traffic management and access to the construction site and to and from the construction staging area located north of the site along the north side of 58 street. Developers shall install construction signage, maintain traffic control personnel and devices to minimize disruption to the public use of 58h Street North and Norwich Avenue North, all as directed by the City 1.ngineer. Developers shall keep Se Street North and Norwich Avenue North clean from dirt and debris in proximity to its site and the construction staging area. lithe City publics Works Director determines that street cleaning equipment 3 is required to do that Developers shall promptly supply same and clean the street at its expense. 1. The. Developers shall be responsible for storm sever cleaning and holding pond dredging, as required, by the City prior to and following completion of the project for a period 01'60 days. Should the City Engineer require Developers to establish new storm water drainage areas and holding ponds to serve this project Developers shall establish sarne as directed. yp �..,.::� , �: be responsible S for scouring 4 r .� 3 r s y approvals, ry � ?.��':�:�::�; €.1�.: .f� ?:�' ��!s;� �.i .. tJ�: r espoI�Srl�lc for 1�VGI- rrrr�� 0411 l�eceS.. al a �3 ovt -L s, PUDs, CUPS and permits from all appropriate federal, state, regional and local jurisdictions prior to the commencement of site grading or construction and prior to the City awarding construction contracts for public utilities K. Drainage and utility easements. 10 foot drainage and utility easements shall be maintained along all lot lines in the plat. L. Wetland Protection. All areas classified as wetlands shall be protected during construction. Developers shall strictly adhere to and follow directives of the City Engineer relative to construction activities and }practices to be implemented on site. 1 \4., Tree Protection and Relocation. The Developers shall follow the directives of the City A.rborist or a person under her desigziation providing on -site supervision and direction during the clearing and tree relocation process. Prior to the clearing operation being initiated all clearing limits and trees to be protected shall be clearly marked, Tree protection fencing shall be installed and maintained during the course of construction until the arborist directs otherwise. All fencing shall be installed at least 20 feet distant 'from the trunks of large shade trees (deciduous) and around coniferous trees no closer than the drip line. Silt fencing may not be used as a substitute for tree protection fencing. Fencing shall be orange in color with steel pouts at 6-8 foot intervals. The City Arborist shall be contacted by Developers for an inspection after the fencing is installed. If any are due, all tree replacement fees due the City pursuant to the City Tree Protection ordinance following shall be paid within 10 days following the Arborists certification of amounts due. 0. Warranty of Title. 13y its execution hereof Developers hereby warrants and represents that it has the exclusive and marketable fee title to the subject property. Developers further warrant and represent that there are no hens or encumbrances against the title or if there are liens and encumbrances that those P. Fire Hydrants. All fire hydrants throughout the development shall incorporate an AFC- \ jate_rous Storz Nozzle. The hydrant pumper nozzle shall be of one - piece design, compatible with a five inch Storz hose coupling. The nozzle shall be an integral part of the the hydrants and must be furnished by the manufacturer or authorized distributor designated by the manufacturer, Storz adapters will not be accepted. Q. lienholders will subordinate their interests to this Developer's Agreement. Developer's representative executing this Developer's agreement also represents that he /she is filly authorized to execute this agreement as the fee owner of the subject lands. Utility Locations in City Right of Way. In order to maintain compliance with re promulgated from the Minnesota Office of Pipeline Safety the Developers, its contractors, subcontractors, and agents shall comply with the following requirements: 1. All right of way \vork shall require an application with a plan that shall be submitted for city review prior to any work performed in the right of way areas. 2. The layout of utilities, including depths, of sets and materials shall be documented during construction and confirmed with city staff during the installation process. 3. Single family residential Tots are required to submit an accurate tie card showing the utilities installed and measurements from fixed objects (corner of house, fire hydrants, etc.) to the curb stop, location pins, clean outs and tie in points for all utilities. 4, Multi- family and commercial lots must provide, in addition to the above, professional as built drawings confirmed by field survey, showing the required information, In addition Engineering grade C31'S coordinates in the Washington County coordinate system shall be supplied by the builder, 'These will allow the coordinates to be electronically incorporated in to future city mapping. 5, All installations will require pins be installed directly above all utility lines where they cross lot lines. A corrosion protected trace wire shall be installed six inches below final grade directly above all new utility installations at a minimum through the right of way. The trace wire and tail shall be terminated in a capped vertical conduit that is within two inches of the final grade and pin located at the lot line. 6, The Developers shall hold harmless and indemnify the City of Oak Park Heights from any and all loss or damage resulting from its failure to comply with these requirements including but not limited to expenses the City incurs in correcting errors in information provided by Developers its agents or contractors or reniediating problems resulting therefrom in the right of way. 7. Upon failure to provide full documentation as required the City shall notify the Developers who simil have 30 days to secure full compliance. Failure of the Developers to comply will result in the work being assigned by the City to an outside professional for complet n of the r cesf.: ry work. Any costs incurred in resolving these � (, i � :: -;� �_I to the property or offset from security . yg n . :;j tient. 8. City staff shall document the tixiie and materials required to review, confirm and accept the installation documentation and shall invoice Developers for the costs based on the actual work involved or on a fee schedule adopted by the City Council. R. Construction Staging Area, Developers may establish on its lands north of 58 Street North and directly across from its driveway access into its north parking lot along 58 Street North, a construction staging and parking area dedicated to construction equipment and construction workers vehicle parking. The surface shall be paved with bituminous surfacing as approved ley the City Engineer and drainage features shall be installed as specified by the City Engineer. Upon issuance of the certificate of occupancy for the Care Center facility the staging area shall be restored to its current condition unless the City Council directs otherwise to coordinate -wwith the future construction of a pedestrian tunnel under 58 Street North, with new access structure and new parking facilities. Security fbi• the performance of this item shall be provided as part of the Plan A securities. S. Payment in Lieu of Taxes Agreement (PILOT). There is appended to this Developer's Agreement as Exhibit B a Payment in Lieu of Taxes agreement which replaces the original PILOT Agreement executed in 1.998. The PILOT agreement shall be executed by Developers concurrent with this Developer's Agreement, , 6 DESCRIPTION OF PLAN A IMPROVEMENTS ESTIMATE D COST 1. Landscaping $82 7. Street signs $7,500.00) 3. Curb gutter and sidewalks $ 57,800.01 4. Grading & Erosion C:ox trot $ 39 1,000.00 5. Retaining Walls 522,000.00 6. Site Utilities (Strom, Sanitary and Water) $56,000.00 7. Parking Lot. Paving (main campus) $ 1 6. Parting Lot Paving (Temp Lot on 58) $64,600.00 7. Pond Protection & Restoration L$2,500.0() 8. . Utility Protection. & Repair $2,500.00 9. Street Protection & Repair 52,000.00 10. City Inspection 564,600,00 TOTAL ESTIMATED CONSTRUCTION COST OF PLAN A IMPROVEMENTS: ESTIMATED ENGINEERINC7, LEGAL AND ADMINISTRATIVE (25`Yo): TOTAL ESTIMATED CONSTRUCTION COST OF PLAN A IMPROVEMENTS: SECURITY REQUIREMENT (25%) TOTAL PLAN A ESCROW 3. CONSTRUCTION OF PLAN A IMPROVEMENTS. A. Construction, The construction, installation, materials and equipment shall be in accordance with the plans and specifications approved by the City, B. Ir specjio D. All of the work shall be under and subject to the inspection and approval of the City and, where appropriate, any other governmental agency having jurisdiction. 5841 ,600,00 5210,400.00 51,052,000.00 ,$263,3000,00 51.,315,000.00 C. Easements. The Developers shall. dedicate to the City, nponn approval. of the final plat, at no cost to the City, all permanent or temporary easements necessary for the construction and installation of the Plan A and Plan B Improvements as reasonably determined by the City. All such easements required by the City shall be in writing, and in recordable form, containing such terms and conditions as the City shall determine. 1_f within the platted area, all such easements shall be dedicated to the City and specifically described within the Plat. As it affects all easements located outside the platted area, the same shall be dedicated by separate easement conveyed to the City of Oak Part. Heights prior to the execution of the Dcwelol.r i ie t Agreement. rent. D. Fait).3fut Perform.ance of Construction z_.oiitraeL s :: :Developers will {idly and f ithth lly comply with all terms and conditions o 1 any and all contracts entered into by the Developers for the installation and construction of all Plan. A Improvements and hereby guarantees the workmanship and materials for a period of one year following the City's final acceptance of the Plan A 1n i rovers tints. Concurrently with the execution of this Agreement, Developers or its general contractor shall provide security to the City of Oak Park Heights in a form to be approved by the City Attorney, guaranteeing the performance ance by Developers of the construction of the Plan A improvements in a timely and proper manner. Additionally, Developers guarantees and agrees that, should the City of Oak Park Heights need to apply on such security, that Developers shall pay all reasonable attorney's fees and a.dniinistrative expenses associated with said action. E. Security. No work shall be commcnnecd under this Agreement until th.c Developers shall have filed with the City a cash deposit, certified check or Letter of Credit (in a form to be approved by the City Attorney) in the amount equal to the total estimated cost of the Plan A improvements plus a security requirement 01'25% in the total amount of $1,31.5,000.00. The City shall have the right to apply against the Letter of Credit all bills incurred by the City with regard to the Plan A improvements in the event of Default as provided herein. PLAN 13 I MRQVEMENTS The following public improvements will be installed by the Developers at the Developer's expense according to the following terms and conditions: 1, DESCRIPTION OF IMPROVEMENT ESTIMATED D COST A. Storm Sewer improvements $13,210.00 B. Street improvements $49,430.00 C. City Inspection $6,000.00 TOTAL ESTIMATED CONSTRUCTION COST OF PLAN B IMPROVEMENTS: $68,640.00 ESTIMATED ENGINEERING, LEGAL AND ADMINISTRATIVE (25%): TY REQUIREMENT(25%) TOTAL PLAN 3 ESCROW 2. The Developers shall deposit with the City of Oak Park Heights, the total estimated mated cost of the Plan 13 improvements plus a 25% security requirement t related thereto for a total of $107,250.00. A. Construction. All work to be performed med by the Developers shall be under the supervision /inspection of the City Engineer. B. I ct'ov►t. No work shall be commenced under this Ag reement. until the Developers shall have filed with the City a cash deposit, certified check or Letter of Credit (in a form to be approved by the City Attorney) in the amount equal to the total estimated cost of the Plan 3 improvements plus a security requirement as required above. The City shall have the right to apply against the Letter of Credit all bills incurred by the City with regard to the Plan 13 iprovements, however, th.e City shall provide the Developers the opportunity to pay for said improvements as bills are incurred, in cash, rather than applying payments as against the Letter of Credit provided to the City, if a Letter of Credit is used in lieu of a cash escrow by the Developers. In such case, the Developers shall have 1_ (3 business days from the time of submission. of the bill by the City to the Developers to pay to the City such amount in cash so that the City can use the payment to pay the amount due in lieu of drawing down on the Letter of Credit or other escrow on file with the City of Oak Park Heights. C. Plans an.dd_ Spccificati.oz s. The City shall be provided with a copy of the plans and specifications as prepared by the Developers for the Plan 8 .` 17,160.O0 $21,450.00 S1.07,250.00 improvements. ents. No plans or specifications shall be released by Developers for bid or contracting unless approved by the City engineer D. Ownership of Plan 13 Improvements. All such improvements as constructed shall become the property of the City of Oak Park Heights, E. Contracts. All such construction contracts to construct the Plan B improvements shall provide for a guarantee of the workmanship and materials aterials for a period of one year fo]lowing the completion of construction of the Plan B improvements. ents. All suc1; con .au 7 a a ll a !, e conform to the ordinances and specifications 0, the construction of all Plan B improvements, F. Change Orders. No change order increasing the contract expense shall be authorized by the Developers without first notifying City of the change and obtaining the City's approval in writing. G. Estimates. The above estimates are engineering projections on.l.y, Developers shall be responsible for all actual expenses incurred in the securing and installing of all Plan 13 improvements. The method of calculation of such costs shall be as specified by the City Engineer. 5. CASH ESCROW ACCOUNT. The Developers shall provide a cash escrow account to the City of Oak Park Heights in the amount of $5,000.00 to reimburse the City of Oak .Park Heights for 'previous billed expenses relating to t]iis development 6 GENERAL: B3inding Effect. The terms and provisions hereof shall be. binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto and shall be binding upon all Mature owners of all or any part of the Project and shall be deemed covenants running with the land. References herein to Developers, if there be more than ore, shall mean each and all of them. The 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 Project and all recording fees, if any, shall be paid by the Developers. B. Final Permits and Approvals. The City has given final approval to the Project upon execution and delivery of this Development Agreement, and of all required documents and security, subject to compliance with 10 the Ordinances of tb.e City and terms and }provisions hereof, permits may be issued by the City. C. f ca o .at.io _.. of Reference. All plans, special provisions, proposals, specifications and contracts for the improvements ffrnrnishcd and let pursuant to this Agreement shall be and hereby are made a part of this Agreement by reference as filly as if set out herein in full. Specifically the following Planning Reports and Engineering files and final documentation approved by the City Planner and the City 'Engineer are spec if lA ll , incorporated by reference herein and included herein as if put 0,Cthis agreement. 1, i't port NAC Planner- Dated April 4, & April 17, 2007 and S epternbel _2007 2. Report City Engineer, F3onestroo, fated September 27, 2007 D. P.U,D, Permit. The City of Oak Park Heights shall file this Development Agreement in the office ice o f the County Recorder. Providing that the Developers is not in default under the terms of the Development Agreement, the City shall provide appropriate releases to the financial aspects of sa.n le in the future. E. Administrative and 1\4iscellaneous Expenses, As to any and all administrative, legal or engineering costs which the Developers is expected to pay to the City of Oak Park Heights, which costs may be offset against the security which the Developers has filed and provided to the City of Oak Park Heights, the Developers sJ-a1] be given the opportunity to review and comment on such costs prior to the application by the City of Oak Park Heights to the bonding company for the payment of same. Should the Developers dispute the reasonableness of any of the City's charges, (Developers shall have the right to submit any such dispute to arbitration at Developer's sole and exclusive expense. Arbitration shall be conducted by the American Arbitration Association and shall be initiated and paid for by Developers. 11 F. .lr tabiishment of Construction Schedules. The City Engineer shall have the right to approve all construction schedules for Plan A and Plan 13 improvements and shall consult with Developers prior to establishing same. �. Zoning. The project site has been designated a zoning classification of P1~JD by the City Council. All future use and development shall comply with the applicable provisions of the relevant zoning ordinance of the City of Oak Park Heights relating thereto. - l. Handicapped Parking. Location of disability/ handicapped stalls shall be made more efficient with regard to serving all of the areas of the proposed facility. All handicapped parking, stalls currently shown as located in the north parking lot on the main campus will be re- established as directed by th.e City Building official following reconstruction of that parking lot. 1, Landscaping. A final landscaping plan shall be developed and submitted for approval to the City Planner and Arborist by Developers. 10 addition the following modifications to the landscape plan shall be implemented subject to final modifications by the City Planner: 1. The planting details depleted within the landscape plan shall implement a lowest branching height to provide a uniform appearance and to allow clearance for pedestrians, all in a manner to be designated and approved by the City forester. 2, Sodding and Seeding are discussed in the planting notes but not defined in the illustration plans. The areas of sodding and seeding shall be identified in a final plan to be submitted and approved by the City Forester. .I . Generator' .... relocation and screening. Existing on -site electrical generators will be relocated as part of this project. Developers shall comply with directives from the City Planner and Engineer on relocation practices, re-establishment of screening, and final screening approval. K. Lighting, Developers must submit a lighting plan to the City Council. 1� pb.oto- Metric lighting plan, shall be submitted and subject to review and specific approval of City Staff and City Council, All lighting shall be hooded and controlled so as not to direct light source to adjacent 12 lands and not to be visible from the public right-of-way or from adjacent properties in compliance with Section 401.153.7 of the Zonin Ordinance, L. Si nag,,e. A revised signage plan shall be developed by the Developers and submitted to the office of the City Planner for approval if new signage is desired for the site. All signage shall be conformed to the amended master signage plan so approved by the City Planner. indemnification, ifcation. To the fullest extent permitted by law, the (Developers shall i i r n if:,.. c ' : ,1::: ; ''F: 1} s� the City of Oak Park 1- -heights, its agenk arid and against any and all claims, damages, losses or expenses, including but not limited to reasonable attorney's fees, arising out of the issuance of this Developer's Agreement by the City of Oak Park - Heights and/or arising out of the performance or non - performance of its obligations hereunder by Developers. '. Council Imposes Conditions. s. The City council has imposed the following conditions upon this project as part of the PUD General Plan approval of April- 24, 2007: l.. The City Engineer shall approve all driveway locations from 5 g1)) Street. 2. The City Engineer shall comment on the traffic study and potential impact of the expansion 00 58' Street and O a k greeai Avenue. 3. The four propane tanks shall be removed from the site plans and not be installed unless approved by the City. 4, The landscape plan is subject to review and approval of the City Arborist, 5, The site plan shall be revised to include plans for the outdoor play area subject to review and approval of City staff 6. The applicant shall provide additional plans for the grading and installation of prairie grasses on the east side the Autumn 1-ills Park. The plans shall be subject to review and approval of the City Engineer and City Arborist. 13 7, The rading and drainage plans shall be subject to review and approval of the City Engineer and Middle St. Croix - Watershed District, 8, The utility plans shall he subject to review and approval of the City Engineer, All newly installed freestanding light fixtures shall include a conforming full cut off lens. A detailed lighting plan for the building light fixtures shall be submitted for City staff approval prior, to installation, A.11 new light fixtures shall comply with the requirements of the Zoning Ordinance, 10, All siguage installed on site shall comply with the requirements Of the Zoning Ordinance. A plan, subject to approval by City staff, shall be submitted by the applicant indicating appropriate directional signage. 11, The City Council is favorable to the proposed building architecture and materials, 1'). The Planni.g Commission recommends and City Council approves a building height variance to the mid point of the highest roof of 42 feet. 13. As part of the PUD approvals, the Planning Commission recommends and the City Council approves a conditional use permit allowance for tower elements .ts t:o not exceed 60 feet in height. 14. The City reserves the right to address the issue of 911 calls and potential emergency vehicle siting on campus at a later date. 15. A snow removal and storage plan shall be submitted by the applicant. 16. The Police Chief and Fire Chief should comment on any safety vehicle access issues of the access points, driveways, or of the general site plan. 17. A development contract amendment shall be executed 14 IN WITNESS WHEREOF, the City and Developers have caused this Agreement to be duly executed on the date and year first above written. In the presence 94 6" / In the presence of: In the presence of uL \.: 15 subject to review and approval of the City Attorney. The issue of payment in lieu of taxes will be addressed as part of the contract. crry OF OAK PARK BEIGHTSt _. .. 2 id eaut /. Mayor / / EriGI4 Ison City /dmin trator V VLLEY SENIOR SERVICES ALLIANCE, A MINNESOTA NON-PROFIT CORPORATION T •• By: Mark Meyer Its: ChiefFinancial Officer VSSA, CARE CENTER, LLC ( 13)': Mark Meyer its: Chief Financial Manager In the presence of VSSA BOUTWELLS LANDING, LLC, A STATE OF ss. COUNTY OIL WASHINGTON) On this ( -) l� day of ` -'� � � ' �` . �`; J r 2007 before me a N oval) Public, within and for said Count y personally appeared David Beaudet and Eric Johnson, to MC personally known, being each by me duly sworn did say that they are respectively the Mayor and the Administrator of the City of Oak Park Heights, the municipal 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 on behalf of said municipal corporation by authority of its City Council and said Mayor and Administrator acknowledged said instrument to be the free act and deed of said municipal corporation. - ty;,, :�`L'�.;•7.aa JE t to ' ublic NOTARY PUI3LIC MINNESOTA My Commission Expires Jan. 31, 2012 MINNESOTA LIMITED ..LIABILITY COMPANY By: Mark Meyer Its: Chief Financial Manager (,, STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON) On this L( day of `. � .: �:. , 2007, before me a Notary public, within and for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Manager of VSSA Care Center, L.L, C, a Minnesota Limited Liability Company, named in the foregoing instrument; and that the seal affixed to said instrument is the corporate seal of said limited liability company, and that said instrument was signed and sealed on behalf of said Limited Liability Company by Mark Meyer with the authority of its Board of Governors acknowledging his execution of said instrument to be the free act and deed of said Limited Liability Company. 16 STATE OF MINNESOTA ) COUNTY OF WASHINGTON) ss .... ;. '. ^' � ! '-. i •'fir. .: r; ' Notary Public Notary Public On this day of , 2007, before me a Notary Public, within _ County personally appeared Mark Meyer, to me personally known, being the Chief Financial Officer of Valley Senior Services Alliance, a Minnesota Non- Profit 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 on behalf of said corporation by l \4ark Meyer with the authority of its Board of Governors acknowledging his execution of said instrument to be the free act and deed of said Limited Liability Company. t.. Y \SL STATE OF MINNESOTA ) COUNTY OF WASHINGTON) on this (4 1- day o f`....- , 2007, before Mme a Notary Public, within a icl for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Manager of VSSA Boutwells Landing, LLC, a M innesota Limited Liability Company, named in the foregoing instrument; and that the seal affixed to said instrument is the corporate seal of said limited ited liability company, and that said instrument ww ,; 4 � . . ` .1 ; r+s :, i��' 'r:. {, behalf of said Limited Liability Company by Mark Nil, ;�: z l? :�R:: . is :r; ! � ��� Boat: l of Governors acknowledging his r execution of said instrument to be the ii and deed of said Limited Liability Company. F .,� 77 ' r s..•1A .. Notary Public • THIS INSTRUMENT WAS DRAFTED BY: Mark. 3, Vierling Eckberg, Lammers, Briggs, Wolff & Vierlitng, P.L,L.P. 1809 Northwestern Avenue Stillwater, MN 55082 (6 439 -2878 1 9 EXHIBIT "A" SITE DESCRIPTION (LEGAL) TRACT A REGISTERED LAND SURVEY N0,125 20 2 1 EXHIBIT "13 PILOT AGREEMENT (c) AGREEMENT FOR PAYMENT Xi R CITY SERVICES Tf -US AGREEMENT FOR PAYMENT FOR CITY SERVICES (this "Agreement ") was made as of the day of December, 2007 by and between The City of Oak Park Heights, a mi.inicipal corporation under the laws of the State of Minnesota (the "City ") and Valley Senior Services Alliance, a Minnesota corporation, VSSA Care Center, LLC, a Minnesota Limited Liability Company and VSSA Boutwells Landing, LLC, a. Minnesota Limited Liability (1ompany (the "Developers "). i ITNESSETH: WHEREAS, the Developers has made application to the City for approval of a project (the "Project") within the corporate limits of the City; and WHEREAS, a copy of a legal description of the Land is attached hereto as Exhibit A; and, WHEREAS, the Developers has agreed to make certain payments to the City in lieu of real property taxes affecting certain portions of the development: (the "Development") that has been proposed by the Developers for the Land that has or is anticipated to have tax exempt status. NOW, THEREFORE, in consideration of the premises and of the mutual promises and conditions hereinafter contained, it is hereby agreed as follows: ARTICLE 1 REPRESENTATIONS ETC. Section 1.01. Repz'escntation b the City The City makes the following representations as the basis for its undertakings herein: (a) The City is a municipal corporation duly organized and existing under the laws of the State of Minnesota. (b) The execution, delivery and performance of this Agreement by the City does not violate any agreement, law, rule, regulation or any court order or judgment in any litigation to which the City is a party or by which it is bound. The City has been duly authorized to enter into this Agreement and to perform the terms hereof Sect on._I 0? . l epresentations ley the I)evclope �s. The Developers makes the following representations, warranties an.d covenants: (a) The Developers is a corporation duly organized and existing non-profit corporation under the laws of the State of Minnesota with tax exempt status. (b) There is no litigation pending, or to the best of its knowledge threatened, against the Developers affecting its ability to develop and operate the Development or to carry out the terms of this Agreement. ARTICLE II TAX EXEMPTION Section 2.01. .E. �_: } E t ;;:: ; . _ :;: r .: s shall have the right, at any time, following or during the cofstmr.:! ic)t l-,ct. p : $ ° . of the .:;are Center; element of the Development, to apply for exemption for some or all o f the Care Center element of the Development from real property taxation in accordance with applicable Minnesota law, and the City agrees to acquiesce in such application, providing the Developers is not then in default hereunder. ARTICLE 111 PAYMENT FOR CITY SERVICES Section 3.01 City Services. The City hereby agrees to provide the (Developers with all of the services that it provides to property owners and the public in general within the City limits, including without limitation police protection and fire protection services ( referred to generally as "Municipal Services"). Section 3,02. Payment for .Municipal Services. In each calendar year in which no property taxes are payable with respect to any portion of the Development because of a granted exemption, the Developers shall make a payment in lieu of taxes to the City equal to the amount the City would have received if that portion of the Development inclusive of real estate and improvements thereto (the "Exempt Property ") were not exempt from property taxation and the market value of the Exempt Property was determined in accordance with the provisions hereof. The Development and the City stipulate and agree that such amount is fair compensation for the Municipal Services. S(stlon 3.03. Computation of Paymcni. The City Administrator /Clerk /Treasurer shall compute the amount of the required payment annually and advise the Developers of the amount due in such year and of the manner in which such amount was computed as early as practicable. The computation shall be completed by the City for the current year by March 15 and calculated in accordance section 3.04 and invoiced no later than March. 31. The payment shall be lade in two equal installments due on May 15 and October 15 of each year, or on such other dates as are established from time to time by law for the payment of ad valorem property taxes in Minnesota. in the event pay ment is not made when due, the (Developers shall also pay penalties and interest computed as provided in Minnesota. Statutes, as amended from time to time, for delinquent property tax payments. The aggregate annual payment shall be the product of th -e a .arket: value of the Exempt Property as of January 2 of the year next preceding the year for which the payment amount is being computed and determined in accordance with the following Sections 3.04 through 3.07, the local tax rate for the City determined in accordance with the provisions of Chapters 275, as amended, of Minnesota Statutes, and the class rate applicable to the Exempt Property determined in accordance with the provisions of Minn. Stat. §273.13, as amended. The computation of the tax due shall comply with the format to be established in the Memorandum from the City of Oak Park Heights a copy of which is annexed hereto as Exhibit "B ". The payment shall be made to the City within 15 days of billing rendered by the City to (Developers. Section 3.04. Market Value. The Developers and the City acknowledge that the Washington County Assessor determines the market value of tax exempt properties in accordance with the provisions of Minn. Stat. §272.18. For purposes of this Agreement, the market value of the 1: Exempt Property as of January 2, 2009 shall be as determined by the Washington County Assessor. In the event the Washington County Assessor has not determined a new value for any given year, the value for such year shall be the value determined by the Washington County Assessor for the previous year plus average annual property appreciation based on other commercial /industrial property appreciation in the City of Oak Park Heights. Thus, l r example, if the Washington County Assessor has determined the market value of the Exempt Property as of.lanuary 2, 2009, and if the Exempt. Property is exempt from taxation. for taxes payable in 2009 and average property appreciation for 2008 is 5% , the payment in lieu of taxes due in 2009 shall be computed with reference to the Assessor January 2, 2009 valuation plus 5% appreciation. 1.f the assessor has not updated the value for more than one year, appreciation for unadjusted year shall be added to the last value set. If the County Assessor continues to value the property every sixth year, as is now the practice, the new value determined) by the County Assessor will be determinative notwithstanding interim years of cumulative increases. Section 3,05, Appcal.. of Valuat.ior'r.. The market value of the Exempt Property as determined by the Washington County Assessor from time to tinie after the Exempt Property is granted exemption may be appealed by either the Developers or the City as follows: within ninety (90) days after receiving notice of the market value of the Exempt Property as determined by the Washington County Assessor, either party may send notice to the other that it objects to such determination and stating its opinion as to the true market value of the Exempt ipt Pr If the City and the Developers cannot within thirty (30) days after the date of said notice and after good faith negotiations agree upon the market value of the Exempt Property, then the market value shall be established by appraisal, as follows: If the Developers and the City agree upon the selection of an appraiser within twenty (20) days after the expiration of the thirty (30) day negotiation period, such appraiser shall be appointed to appraise the fill and impartial appraisal which shall be binding on the parties. If the Developers and the City have been unable to agree upon the appointment of a single appraiser within said twenty (20) days, then each party shall within thirty (30) days following the expiration of the time given for appointment of a single appraiser designate an independent appraiser who holds the designation "M AI' and has his or her principal place of business in Washington County, Minnesota. If the objecting party shall fail to designate are appraiser and notify the other party of his/her identity within said thirty (30) days, then the market value of the Exempt Property shall be as previously determined by the Assessor. If the non - objecting party shall fhil to designate an appraiser and notify the other party of his /her identify within said thirty (30) days, then the market value of the Exempt Property shall be the amount set out in the notice of objections. If both parties timely name an appraiser, then the two appraisers so named shall designate a third similarly qualified appraiser within thirty (30) days of the appointment of the last of the two appraisers named by the parties. I f the two appraisers f a i l to name the third appraiser within said thirty (30) days, then either party shall request the chief judge of the Washington County District Court to name the third appraiser. The three appraisers shall, within sixty (60) days of the appoir tmen.t of the third, determine the market value of the Exempt Property by consensus, or if no consensus can be reached, by agreement of any two of the three. The determination of the appraisers shall be binding on the parties. If the parties agree to a single appraiser, each party shall pay one -half of the appraiser's fees. if the parties cannot agree upon a single appraiser, then each party shall pay the fee of the appraiser it selects and one - half of the third appraiser's fees. For purposes hereof, the market value of the. Exempt Property shall, insofar as possible and consistent with the intention of the parties as expressed herein, be based upon the statutory definitions and px ocedures..tased in.. the valuation of real property for purposes of determining ad valorem er reat l which may or may not approximate the actual fair market v alue of th.c,. i s ;. :??+ : 'rG perty.. n the event the market value of the Exempt Property has not been determi r ci by the appraiser(s) such that the amount of the payment due in any year cannot be calculated and timely payments made with reference thereto, the Developers shall nevertheless be required to make payments when due but the amount of such payments shall be calculated with reference to the Assessor's most recent determination of market value. If following the completion of the appraisals, the actual payment required to be made by the Developers hereunder is less than the amount heretofore paid by the Developers, the difference shall be refunded by the City to the Developers without interest within thirty (30) days If the actual payment required to be made by the Developers hereunder is more than the amount heretofore paid, the difference shall be paid by the Developers to the City without interest: within thirty (30) days, Secti.on 3.06. Legislative Changes., In the event the methods and procedures for determining ining property taxes are altered by the Minnesota State Legislature such that the methods and procedures set forth in this Agreement are no longer adequate to permit the parties to achieve the intent hereof as set forth in. Section 3.02, the parties shall negotiate in good faith an amendment to this Agreement. directed at producing a comparable result. Section 3.07. Alterations, In the event the Exempt Property is substantially altered, improved or damaged such that the market value as established pursuant to the provisions hereof is no longer a reasonably accurate estimate of the market value of the Exempt Property, the parties shall negotiate in good faith an equitable adjustment of such market value and reduce their agreement thereto i n writing. ARTICLE IV EMS SERVICES AND 911 CALLS Section 4.01. Emergency Services via Ba port Fi.r�c ;fie )artment. At such time when the :Development (defined as the current Boutwells Landing Complex and the Proposed Skilled Care Facility located south of 58 Street)) exceeds 20.0 percent of all City emergency calls responded to by the Bayport Fire Department (including fire, good intent, false alarm and EMS /rescue, etc), the .Developers shall make an annual payment to the City an amount equal to the cost impact the Development has on the City's cost contribution to the Bayport Fire Department for services over the 20,0 percent. Section 4.02 BO lino The City will directly bill the Developers after the City determines the annual use generated by the Development and its impact on the City Fair Share Formula or other future contribution protocol. The City will determine annual use at the Development based on information provided by the Bayport: Fire Department `actual --run' data or other reliable source data. Section 4.03 Change off ire/EMS provider to City. Should the City's relationship with the Bayport. Fire Department and/or is financial relationships substantially change, the City reserves the right to amend this language as may be needed to compensate for new Fire and/or Eh4S seT\: ice. VerDdor costs. Section 4.04 disclaimer. While it is anticipated that the City can provide adequate emergency responses to the Development, the City sloes not guaranty that it has adequate resources to respond to all emergencies or provide same in perpetuity. The City further indicates to the Developers that it should consider the implementation of necessary "on -site" staff and other - emergency mitigation resources so that emergency EMS/Rescue calls could be handled internally and directly with appropriate health care providers and potentially deleting the need of the City responses. ARTICLE V MISCELLANEOUS Section 5.01. 3Qyerriing Law. The parties agree that this Agreement shall be governed and construed in accordance with the laws of the State of M innesota. Section 5.02. Time is of the Essence. Time shall be of the essence of this Agreement. Section 5.03. Counterparts. I f this Agreement is executed by any number of counterparts, each which shall be an original, but all o f which shall constitute one in the same instrument. Section 5.04. Interpretation; Severabilit . If any one or more of the provisions, sentences, phrases or words of this Agreement or any application thereof shall be held or determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability ofthe remaining phrases, sentences, phrases or words of this Agreement and any other application thereof shall in no way be affected or impaired and shall remain in full force and effect. Section 5.05. Successors and Assigns. This Agreement is binding on and inures to the benefit of the successors and assigns ofthe parties hereto. Section 5.06. 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 party shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally to the following address: The City: The Developers: City of Oak Park -Heights City Hall 14168 Oak Park 13lvd Oak Park Heights, M inncsot, S082 Valley Senior Services Alliance, VSSA Care Center, LLC, VSSA Boutwells Landing, LLC 2845 I Iamline Ave. No. Roseville, MN 55113 or at such address as either party may, from time to tine, designate in writing and forward to the other party. Section 4, 07. Arbitration, Any controversy or dispute, of whatever nature, between the Developers and the City arising out of this Agreement shall be finally and conclusively settled by arbitration in accordance with the Minnesota Uniforiii Arbitration Act, Minn. Stat. Chapter 572, as amended. Determinations of market value are not, however, subject to arbitration except where the parties have been unable to come to an agreement thereon under circumstances described in Section 3.07 hereof: All questions as to the meaning of this Section 4 or as to the arbitrability of any dispute shall be resolved by the arbitrators, and their decision on such questions shall be final and binding and not subject to judicial review, except to the extent provided in the Minnesota Uniform Arbitration. Act. Section 4,08. Termination. The term of this Agreement shall commence on the effective date hereof, and shall remain in full ll force and effect until the effective date that the. Exempt: Property ceases to be exempt from real property taxation. Section 4.09. Reasonableness. The parties agree that where any consent or approval is provided for this Agreement, each will give reasonable consideration to all factors affecting such consent or approval and such consent or approval will not be unreasonably withheld or delayed. Section 4.10. Recordation, Either party hereto may record this Agreement. IN WFTNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on or as of the day and year first written above. THE CITY OF OAK PARK HEIGHTS 13y: David Beaudet its Mayor By: Eric Johnson Its City Administrator VALLEY SENIOR SERVICES ALLIANCE, Mark Meyer Its: Chief Financial Officer VSSA, CARE CENTER, LLC Mark Meyer Its; Chief Financial Manager VSSA BOUTWELLS LANDING, LLC Mark Meyer Its: Chief Financial Manager STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON) On this day of , 2007, before me a Notary Public, within ili.d for said County personally appeared David Beaudet and Eric Johnson, to one personally known, being each by me duly sworn diri say that they are respectively the Mayor and the Administrator of the City of Oak Pai Heights, the municipal 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 on behalf of said municipal corporation by authority of its City Council and said Mayor and A.d ii nistratoi acknowledged said instrument to be the free ici municipal corporation. STATE OF MINNESOTA ) ss. COUNTY OF WAS' lINGG'l ON) Notary Public On this day of , 2007, before me a Notary Public, within and for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Manager of VSSA Care Center, L.L.C, a Minnesota Limited Liability Company, named in the foregoing instrument; and that the seal affixed to said instrument is the corporate seal of said limited liability company, and that said instrument was signed and sealed on behalf of said Limited Liability Company by Mark Meyer with the a.uthority of its Board of Governors acknowledging his execution of said instrument to be the free act and deed of said Limited Liability Company, Notary Public STATE OF MINNESOTA ) ss. COUNTY OF WASHINGTON) On this day of , 2007, before me a Notary Public, within and for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Officer of Valley Senior Services Alliance, a Minnesota Non - Profit Corporation, named in the foregoing instrument; and that the seal affixed to said instrument is the corporate seal of said corporation, and that said jnstrument . :rr£, ; < nefi.and sealed on behalf of said corporation by Mark Meyer with the authority of its .. Boa: of his execution of said instrument to be. the free act and decd :�r g ' ,,�Y, • �. 'iabih �. Company. STATE OF MINNESOTA. ) ss. COUNTY OF WASHINGTON) Notary Public On this day of ........ , 2007, before me a Notary Public, within and for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Officer of VSSA Houtwells Landing, LLC, a Minnesota Limited Liability Company, 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 on behalf of said limited liability company by Mark Meyer with the authority of its Board of Governors acknowledging his execution of instrument to be the free act and deed of'said Limited Liability Company. Notary Public Approved as to ibrm: Mark :I - Vierling City Attorney This Instrument Drafted By: Mark J. Vierling ECKBERG, LA.MMERS, BRIGGS, WOLFF & VIERLING, 1809 Northwestern Avenue Stillwater, Minnesota 55082 E n1BIT "A" LEGAL DESCRIPTION TRACT A REGIS LAND SURVEY N(). 1 Method of Calculation: Step 1: Calculate the Total Tax Capacity (TTC), EXHIBIT "13" The PILOT payment is the estimated amount of local taxes to the City that would have been generated by the Valley Senior Service Alliance Skilled Care Center if the property (both label and building) were not exempt from taxation. The City estimates the new Valley Senior Service Alliance Skilled Care building) to have an appraised market value of $ 19,093,226. This market value, if taxable, would generate a tax capacity of $381,115. Jr portion of this tax capacity would be subect to fiscal disparity sharing as a commercial property. The proposed sharing percentage for Oak Park Heights for pay 2008 taxes is 22.1157%. Therefore, the local taxing entities will benefit directly from $296,829 of the tax capacity. This reduced tax capacity would generate taxes to the City of $ 109,358, based on a proposed ley 2008 tax capacity rate of 36.842 %. This amount does not include any fiscal disparity distribution that would be generated by this property if taxable. The step by step calculation is detailed below. .lased on an estimated market value (.l M.V) of S19,093,226, the following steps would be utilized to calculate the PILOT payment: 1.5% x first $150,000 of EMV $2,250 Plus 2.0% x 17,MV in excess of $1 50,000 $378,865 Equals $381,115 (TTC) Step 2: Calculate the Fiscal Disparity Tax Capacity ( F I)TC): Result from Step 1 (TTC) Multiplied by 22.1157% (Proposed pay 2008 rate for City of Oak Park Heights) Equals $84,286 (FDTC) Step 3: Calculate the Local Tax Capacity (LTC): Result from Step 1 (TTC) = $381,115 Minus Result from Step 2 (wpTC) :: $84,286 Equals $296,829 (LTC) ..:enter (1t< nd and Step 4. Calculate the City's Tax Result from Step 3 (LTC) = $296,829 Time 36.842% (Proposed Oak Park Heights local tax capacity rate for Pay 2008) Equals $109,358 (City PILOT payment) Tbc PILOT payment identified above includes the taxes that could be generated by the Valley Seniov Service Alliance Skilled Care Center if it had an estimated market value of $19,093,226. Furthermore, the payment calculation assumes the proposal pay 2008 rates for the City remain fixed as does the 2008 fiscal disparity sharing factor. The variables in the above calculation to determine the actual. PILOT payment each year will he the estimated market value (as determined by the Washington County Assessor's Office), the method used to calculate the tax capacity of commercial properties (possibility of being amended by the State Legislature), the fiscal disparity sharing factor for Oak Park Heights and the local tax rates :lac .lie City Q Sti. Park -Heights. The PILO`: \. vO . I. l h: e in oi_ j; -imet able based on construction and completion of the Skilled Care Center.