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HomeMy WebLinkAboutDevelopment Application - Supplemental InformationProfessional Consultants Senior Housing and Health Care Campus PUD Proposal For 58 Street North Oak Park Heights, Minnesota General jnss Valley Senior Services Alliance (VSSA) is a non- profit corporation formed by Presbyterian Homes Housing and Assisted Living, Inc., Lakeview Hospital, and Croixdale Residence and Apartments and is dedicated to serving older adults in Washington County and the St. Croix Valley. VSSA is purchasing the 118 acre Haase property that is now zoned Open Space Conservation and is requesting rezoning to a PUD. The project plans include office and commercial space to the of planned 58 e north p Street and senior housing and care facilities to the south, to be completed in tw❑ p hases. Architect Mr. Skip Sorensen Johnson Sheldon & Sorensen, Inc. 10249 Yellow Circle Drive, Suite 220 Minnetonka, MN 55343 Development & Marketing Consultants Mr. Bob Van Slyke Senior Housing Partners 2345 Rice St., Suite 240 St. Paul, MN 55113 Attorney Mr. Grover Sayre Leonard O'Brien Wilford Spence 100 S. Fifth St., Suite 1200 Minneapolis, MN 55402 VALLEY SENIOR SERVICES ALLIANCE Zonin and Present Use of Site and Surroundin Pro erties Development Consultant Ms. Barb Barry Barbara P. Barry & Associates, Inc. 4631 Humboldt Ave. 5. Minneapolis, MN 55409 Survey, Civil Engr4, Wetlands Mr. Charles Melcher Ulteig Engineers 5201 E. River Rd., Suite 308 Minneapolis, MN 55421 Broker Mr. Robert Kohns Kohns Commercial Real Estate 12820 54 Ave. N. Plymouth, MN 55442 Site: Present zoning: Open Space Conservation; present use: vacant, undeveloped West of site: South of site: East of site: North of site: Market The proposed PITS is for commercial /office to the north of 58 Street and a campus for older adults south of 58 Street. The campus includes a City Park, duplex and cottage e p g units, independent living apartments and cooperative, assisted living facilities, dernentialAlzheimers living facilities and a central core that will provide health services, central food service and laundry. A comprehensive market study of the area was completed and concluded that an opportunity exists in the Oak Park Heights /Stillwater area because there does not appear to be a broad range of older adult services in place. It also indicated that services that are available could be more integrated. In addition to demand for the services and housing facilities contemplated with the planned VSSA development, research also indicates a 3 0+ percent growth in demand along the St. Croix valley over the next decade. The proposed development complements the surrounding current and planned property uses very well. Great care has been taken in providing significant setbacks from existing single family homes and preserving existing stands of trees wherever possible. walking paths throughout the project will wind around lakes and ponds on the site and link to existing trails and to a park that will be developed as a part of the development. The transitions match well with adjacent uses. Low density cottages and duplexes are adjacent to existing single family and the multistory multifamily housing and health care facilities are in the center of the development and towards 58 Street where adjacent future uses are expected to be commercial in nature. S Present zoning: R-1; present use: single family residences Southerly portion: zoned Institutional; undeveloped Not in the City of oak Park Heights; current uses are single family homes and hobby farms Present zoning: partially Open Space Conservation, part is R -1; present use: some vacant land, some single family homes Present zoning: partially Open Space Conservation, partially B -2; present use: some vacant, a Wal-Mart, auto salvage, retail and industrial toward Hwv 36 The development is planned to be constructed in two phases. Phase I is expected to begin this fall as soon as financing, plans, and approvals are in place. Phase I consists of 90 units of independent living apartments, 36 Alzheimers/dementia units, 126 assisted living units, 42 duplex units, and central facilities including dietary /kitchen, laundry and other central offices and amenities. The office /commercial development north of 58 Street may possibly be developed in coordination with Phase I. Phase II will begin after the market absorption of Phase I and is planned to consist of 90 independent living cooperative units, 68 skilled nursing units, and 108 cottages, quad g q homes and duplex units. Adult day care and some other central services and amenities would also be added at this time. 06/24/1998 13 :10 61 24909145 SI I -- EDI --SHP AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT is made and entered into this (1 day of February, bxuary, 1 99S by and between Linda Pi'green and Daryl Haase, as Co- Persor� Representatives p of the Estate of Elmer Haase ("Seller") and Presbyterian Homes Housing and Assisted Living, Inc., a Wfinnesota nonprofit corporation, and/or its assigns, as permitted in Paragraph 23 ("Buyer") Seller is the owner of certain real property located in the City of Oak Park H . � Heights, County of Washington, State of Minnesota, comprising approximately l I8 acre P � Pp y acres and generally depicted as Parcel Al in the attached Exhibit A (the "Property"). The exact legal . g description of the Property shall be verified by a survey completed in accordance with the rovisi ons of Paragraph 4 of this Agreement. p Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Property upon the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the mutual convents and agreements contained herein, it is hereby agreed by and between the parties as follows: 1 . ELLEcalszAhaisALE. Seller agrees to sell and Buyer agrees to purchase, on the terms and subject to the conditions set forth herein, the Property. 2. PURCHASE PRICE. Buyer shah pay to Seller the sum. of Four won Two Hundred Thousand and No/100th Dollars ($4,200,00QOO) as and for th? purchase price of the Property, to be paid as follows: (a) 25 OOO, 00 as earnest money, to be paid in the form of a certified or cashier's check, the receipt and sufficiency of which are hereby acknowledged by Seller, such earnest money to be non-refundable (except as specifically provided in Paragraphs 3, 4, 5, and 6) and to be applied to the purchase price at Closing (as defined in Paragraph 10); (b) $25,000.1)% as an additional down payment to be paid by Buyer in immediately available funds on April 30, 1 998, such additional down payment to be non- refundable (except as specifically provided in Paragraphs 3, 4, and 5) and to be applied to the purchase price at Closing; (c) $250 ELI , to be paid by Buyer on the date of Closing in immediately available funds; and (d) 53,900 000 0 the balance of the purchase price, to be paid in accordance with the terms of a Contract for Deed (the "Contract ") to be entered into between Buyer and Seller at Closing, which will be in substantially the form of Minnesota Uniform Conveyancing Form No. 54 and which will provide, among other things, for the following: (i) an annual interest rate of 7.5%; PAGE 02 06/24/1998 13:10 61 24909145 (ii) monthly payments of accrued interest only, commencing ornrnencing 30 days after the date of Closing, and continuing until the "Maturity Date" as defined below, viii) A final payment of the remaining unpaid principal • � F p p balance, together with accrued and unpaid interest, on the first anniversary f the Closing osing date, (iv) Buyer's right to prepay the balance of the Contract at anytime without p enalty ; (v) A restriction against construction of any improvements on the Property by including p the Buyer during the term of the Contract, includin the construction g or installation of any roads, streets, utilities, or other site improvements; and (vi) Buyer's right to assign its interest under the Contract to an affiliate of Buyer. 3. E.„Amik, r : 1► TIT E 0 t : M i _ u .: 1 S, As soon as reasonably possible after the date of this Agreement, but not later than 30 days her, � �:a�e7, Seller er shah deliver to Buyer, at Seller's option, either (i) an abstract of title or registered property g p A rty abstract certified to a date within 30 days of the date of this Agreement, including p ro er searches P covering bankruptcies, state and federal judgments and tax liens, and special. assessments (the "Abstract "), or (ii) a commitment for a title insurance policy, issued by a qualified insurer acceptable to Buyer (the "Title Commitment "). Buyer shall have a period of 20 days after receipt P of the Abstract or Title Commitment to review the same and to provide Seiler with any written objections that Buyer may have to title based on such review; any objections that are not made within the designated time period shall be deemed waived by the Buyer. If any title objections are made by the Buyer, Setter shah be allowed 90 days after the date of Seller's receipt of such written objections within which to make title marketable. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the Closing. Cure of the defects by Seller shall be reasonable, diligent and prompt, Pending correction of title, all payments required herein and the Closing shah be postponed. If notice is given and Seller makes title marketable, then upon presentation to Buyer of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, Closing shall take place within 10 business days or on the scheduled Closing date, whichever is later. If Seller proceeds in good faith to make title marketable but the 90 day period expires without title being made marketable, Buyer, at its option, may declare this Agreement null and void by notice to Seller and all payments by Buyer hereunder shall be refunded to Buyer. 2 S I I -EIS I -SHP PAGE 03 If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: (a) Cancel this Agreement as provided by statute and retain all payments made hereunder as liquidated damages; or 06/24/1998 13:10 61 24909145 SII- EDI -5HP PAGE 05 and additional down payment paid hereunder shad be re funded to Buyer. In the event remedial action is required and agreed upon by Buyer and Seller Closing . Y � � shah be postponed until such time as the remedial action is completed or otherwise agreed upon � p by Buyer and Seller. Buyer agrees to make prearrangements with Seiler to allow its environmental consultants access to the Property, and further agrees that no drilling, boring r other excavating gshallbe done without prior notification and consent of the Seller. In the event this ee �r ment is terminated for the reasons stated in this paragraph 5, Buyer agrees to restore the Properly to P Y the same condition as existed on the date of this Agreement. 6 . . Buyer and its designated agents shall have the right to enter upon the Property for purposes of undertaking soil and engineering tests and other studies of the Property; all such tests and studies to be completed within sixty ((60) Y days of the date of this Agreement. 7. ,JCT� Buyer hereby indemnifies and agrees to hold Seller harmless from any and all losses, liabilities, suits, obligations, fines, damages, judgments, actions, causes of action, costs and expenses, including but not limited to reasonable attorneys' fees, arising out of or related in any way to Buyer's (and Buyer's agents and 1epresentatives') actions in connection with Buyer's investigations, studies, and other due diligence contemplated in this Agreement. E. SELLER'S lZEpREZENTA.TZgNS AND WARRANTIES. As an inducement to Buyer to enter into this Agreement, Seller represents and warrants as follows: (i) Seller is the fee simple owner of record of the Property; (ii) the Property has direct access to a public street; (iii) utilities, including water, sewer, electricity and gas are available to the Property without the need for any easements, permits, or licenses in order to connect improvements on the Property to such utility lines; (iv) there are no outstanding options to purchase, rights of first refusal, or other similar rights effecting the Property; (v) the Property is comprised of three tax parcels and no tax parcel splits shall be necessary to convey the Property; (vi) to the best of Seller's knowledge no toxic or hazardous substances or wastes, pollutants, or contaminants have been generated, treated, stored, released or disposed of or otherwise placed in or upon the Property (except herbicides, pesticides, or other chemicals or products used in the ordinary course of fanning agricultural land); 4 q6/ 24/1998 13:10 61 24909145 SI I -EDI -SHP PAGE 06 (vii) to the best of Seller's knowledge, there are no aboveground bavegrou,nd or underground tanks located in or about the Property, tanks auks that were located in or about the Property and subsequently removed; � Y , (viii) to Seller's knowledge there is one well located on the Property, p rty, as identified in the well disclose statement attached hereto, and by reference, made a part hereof. 9. B M f ... !� . ,. . �► . Buyer represents and warrants that it has the legal authority P g power, right and authority to enter into this Agreement and to consummate the transactions contemplated herein. Buyer shall provide Seller with a copy of the resolutions ofits Board of Directors authorizing and approving the transaction described herein. The individual executing this Agreement on behalf of Buyer has the legal right and authority to bind the Buyer to the tens and conditions hereof. 10. EL,QatiammAhumaE...53,Ea The parties agree that closing shall occur on July 1, 1998 (the "Closing"), unless postponed by the terms of this Agreement or by further agreement of the parties, and shall be held at a time and place mutually agreed upon by the parties hereto. Seller shall deliver possession oldie Property on the date of Closing; subject, however, to certain restrictions set forth in the Contract. (g) 11. : .. ... :....: ....:. Jul ha, Upon and subject t ..... P 3 o performance by Buyer, Seller shall execute and deliver on the date of Closing the following documents: (a) the Contract, free and clear of ail liens and encumbrances except those matters disclosed by the Abstract or Title Commitment and accepted by Buyer pursuant to paragraph 3; (b) Standard Seller's Lien Affidavit; (c) Certificate of Peal Estate Value; (d) Well Disclosure Certificate; (e) Owner's Duplicate Certificate of Title, if it is determined that the Property is Torrens; and 0f) Certified copies of appropriate probate documents relating to the estate of Elmer Haase; and all other documents necessary or appropriate to complete the transaction contemplated by this Agreement. Buyer shall, for its part, enter into the Contract, and agrees to execute all other docents necessary or appropriate to complete the transaction contemplated by this Agreement_ S O/24/1b 1j:iu 12. znMNG, pLAT AtV� PtTD.t�P�R Di1`t1J1 -5HP PAGE ©7 Housing . It is Seller's intent to develop a Senior Campus on the property. In furtherance thereof, the P . �a er in x Seller agrees to cooperate with the � y the rezoning, platting, and pIM approval process r• .mi with pP p with the City of yak Park Heights. A11 coats, expenses, and fees associated wi � such platting, rezoning, and de�clo nnent shad b expense. Notwithstanding P eat the Buyer's sole cost and ex p � the Seller's agreement to cooperate with the Buyer In such actions, it is agreed the parties that the �' P final plat and any development agreements resulting from the PUD process shall not be finalized and recorded until the Contract has been paid in full, 13. E Ams. As a requirement of the lattin and p � PUD approval process, it is anticipated that the City of Oak Park Heights will require a q certain percentage or portion of the Property to be dedicated as "green space" to be used as ark land. p The Buyer agrees that any such park shall be named "Haase Park ". 14. QLQscLD)TJsTh1FNTS. (a) All real estate taxes due and payable in the year of Closing shall be prorated g p between the parties as of the Closing date; All levied and pending special assessments as of the date of Closing shall be P aid by Seller except any such assessments that may be the result of Buyer's development plans; (b) (c) (e) Seller shall be responsible for the payment of state deed tax and recording fees normally paid by Seller; Buyer shall be responsible for payment of Buyer's normal recording fees; (d) The costs of title evidence and title insurance shall be paid in accordance with paragraph 3 hereof, If the services of a title insurance company are retained to close this transaction, the closing fee charged by the title company shall be paid 50/50 by Buyer and Seller. 15. . Buyer and Sewer hereby represent and warrant to each other that the only agent or broker involved with the transaction contemplated by this Agreement in such a manner as to give rise to a valid claim for a broker's fee or commission is Kohns Commercial Real Estate. Buyer agrees that it is responsible for the payment of the broker's commission, and the Buyer will indemnify and hold Seller harmless from and against any and all liability, obligation, loss, cost or expenses (including reasonable attorneys fees) in connection with the claims of any such agent, broker or other person which are based on the actions or agreements of the Buyer. 16. . All notices and other communications required or permitted to be given or served under this Agreement shall be in writing and shall be deemed to have been duly 6 06/24/1998 13:10 6124909145 -EDI -SHP PAGE 08 given if delivered in person or deposited in the U.S. F mail, postage prepaid, for mailing by certified mail, return receipt requested, as follows: Buyer: Presbyterian Homes of Minnesota 3 220 Lake Johanna Blvd. Arden IviN 55112 Attention: D an Lindh Sellers: Mr. Daryl Haase 1817 Geneva Avenue North Oakdale, MN 55128 Either party may change its respective address by giving notice to the other g party hereto as provided herein. 17, alusEsimmAni. In the event the Property, or any art thereof, is becomes, subject y p is, or c to eminent domain or condemnation. proceedings on or before the Closing, at its sole option, Buyer may terminate this Agreement. In the event Buyer exercises this option, y all monies paid by Buyer shall be refunded to Buyer. In the alternative, Buyer may elect to complete y y p e the purchase of the Property, and after notice of this election to Seller, Seller shall assign its rights to all proceeds to Buyer and shall allow Buyer to be substituted in its place in all proceedings s and .. in P p g to make all decisions in connection with the proceeding. 18. Al � aRN aria . It is expressly understood and agreed that Seller and Buyer shall each be entirely responsible for the payment of any attorneys' fees incurred by each party relating to the legal services furnished to such party in connection with the transactions contemplated herein; provided, however, that in the event that either party hereto should employ the services of an attorney in connection with a breach of this Agreement or the enforcement of the teams hereof, the defaulting or losing party shall pay, in addition to any other sum due hereunder, the prevailing party's reasonable attorneys' fees, costs and expenses, 19. o MEL,Sa NC . Time is of the essence for all terms of this Agreement. 20. . No waiver, modification, or amendment of any term, condition, or provision of this Agreement shall be valid or of any effect unless made in writing and signed by the parties hereto. Any waiver by either of the parties as to a default of the other shall not affect or impair any right arising from any subsequent default hereunder. Nothing herein shall limit the rights or remedies of the parties hereto under and pursuant to this Agreement. 21. . If any provision of this Agreement is held to be invalid or unenforceable under any applicable law, that holding shall not aff'ect•the validity or enforceability of the rest of the agreement. 7 ub/ : ; I ' :1 9 13:10 61 24909145 5I I -EDI -SHP PAGE 09 22. EjEayABILLEy, All of the representations and warranties of this Agreement �' ent shall survive the Closing and shall not merge with the C o ntract deed delivered d (or upon full payment of the Contract). 23. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit �` � u p o the parties hereto and their respective successors and assigns; it being understood, however, that Buyer may not assign its interest without the p rior written consent of the Seller, except in the case of an assignment to an affiliate of the Buyer. 24. MERNINGLAW. This Agreement and any other documents related hereto shad be interpreted and enforced in accordance with the laws of the State of Minnesota. IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be executed as of the day and year first above written. Dated: at' 11 , 1998 SELLER: Dated: ��.1� �l 1998 BUYER: ICreaK 9429 g2.2 8 it. 4 Linda Pilgreen, as cop nal representative of the estate of Elmer Haase Daryl :: • e, as co- personal representative of the estate of Elmer Haase PRESBYTERIAN HOMES SOUSING AND ASSISTED LIVING, INC. By Title: (It! NM