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HomeMy WebLinkAboutVSSA Boutwells Landing Skilled Care Facility Addition, Documents 1. k VSSA — Boutwells Landing Skilled Care Facility Addition Documents th � ZOO x. Development Agreement - 2007, .::.............. ....:. 2. PILOT Agreement - Dec 5th, 3. Authorizing Resolution(RLS) 4. MINOR Subdivisi l & $107,250 5. (Judy Hoist has on i l.$) $4315,000 5, Letters of Credit (j y 6. Copy of$5,000 escrow check :: ;:. : :: Commitment on Reordingrder for Development �, Letters of Comrn Agreement and PILOT >;;;. ;.1... .. :: i. FFE & First American Tit' e'' Page 1 of 73 two- °°r '�'S�" axz 4 j qy s, '� aKe �*,� i. ,.�is v r t t w � y A p v a �w r� std its 5. 55 a !" 1 ray, ,. k,� �ir1 q*ga` tr^@° 31"f t�. e ra tv a yi �a ' ' ! f s �, nor '` �+ '� } atixw+ m ;�, "'h x a.. y ',,14.00-! C �„a�3��et ct: , vp rr ? n "t' . Y(' e C W�i S.o.t:t., Y� <k n t .. �, t,,p y'�' yY Fy F DEVELOPMENT AGREEMENT-12/5/07 • f , CITY OF OAK PARK HEIGHTS WASHINGTON COUNTY,MINNESOTA 2007 DEVELOPER'S AGREEMENT MAIN CAMPUS ADDITION OF CARE CENTER FACILITY THIS 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 Minnesota(the "City" ), and Valley Senior Services Alliance, a Minnesota Non-profit corporation, VSSA Care Center LLC and VSSA Boutwells Landing, LLC, both Minnesota limited liability Companies, (the"Developers"). WITNESSETH.; That WHEREAS, the Developers has made application to>'theiity Council for approval of an amendment to the Planned Unit Development, Site Plan appeal akrelated to the original December 30, 1998 Developer's Agreement and its subsequent amendmerff iiffecting land within the corporate limits of the City described as follows: See Attached lt�,iibit A Boutwel? :Lando#, :>: 1'>''` Mari Campus.,, Addition of` are Cent.*Facility (the"Project");and, WHEREAS,the City Con lha, t ii J;.zi/ L-I ,2007,granted approval to the Project,on the condition that the Developers' r int this Agreement stipulating the conditions for the installation of street, water,sewer and oth ublic improvements as well as the development of on-site improvements hereinafter de n ed, all iik.'accordance with the terms and conditions hereinafter set forth;and WHEREAS,; The.prop6 is zoned PUD District with an underlying zoning of R-B, Residential Business, Cate centers are a conditional use in the R-I3 District. NOW, TH.EREI+ARE, in 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 to be installed by the Developers for the City and paid for by Developers are hereinafter referred to as "Plan B Improvements". Page 3 of 73 my, I. PLAN A IMPROVEMENTS: The Developers will construct at Developer's expense the following improvements under Plan A according to the following (eons 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 commencement of any site grading. Any changes to the grading plan during construction shall be submitted to the City for> pproval. Each building site must conform to the grading plan approved by fine Building Inspector of the City of Oak Park Heights prior to a buildi riiiiii ing issued. B. The Developers shall control soil erns Qrl enst tying: I. All development shall conf rfl)to ;e natural limitations presented by the topography and sl'Koi"'"ti ::..project in order to create the best potential for preventu, soil ero 'tn. The Developers shall submit an erosion control plan," etailing..all erosion control measures to be implemented duo : , said plan shall be approved by the City prior to tl 'commen ement of site grading or construction. 2. Erosion and silti;; ntrol measures shall be coordinated with the different:.stages of development. Appropriate control measures as requi?d by:the City Engineer shall be installed prior to development and; maybe ppessary to control erosion. 3. Land shall be' developed in increments of workable size such that :�<adequateerosion and siltation controls can be provided as construction :; p^ol a sirs. The smallest practical area of land shall be exposed at any `.,:ipne period of time '': :::::4?`' Where the topsoil is removed,sufficient arable soil shall be set aside for- respreading 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 2 Page 4 of 73 r i the City of Oak Park Heights adjacent to this development without the express written consent of the City Engineer, C. The Developers shall place iron monuments at all lot and block corners and at all other angle points on boundary lines. Iron monuments shall he 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 protecting curb stops, water services and sewer services. Any service or curb stop damaged shall be repaired or replaced as;;specified by the City. The Developers shall make all necessary adjustment :;to the curb stops to bring them flush with the topsoil(after grading)or driveway surface. ' E. The Developers shall be required to pvicle landscaping and screening as determined by the City and as requir,. ''by ale ordinances of the City. Final landscaping plans must be submittett& the office of the City Planner for approval. F. The Developers shall be respt;:nsible for' treet maintenance, including curbs, boulevards, sod and street swt ing unt,i 'the project is complete. All streets shall be maintained fie i'rdegiki T soil until the project is completed. Warning signs shall beflaced wan hazards develop in streets to prevent the public from traveling o carne and directing attention to detours. The repair of any damage done to dig s i -public utilities by Developers or any of its Contractors or;:;Subcontractoi.s, shall remain the financial responsibility of the Developers. :>• At. G. The DeveloAt shat':::furnish site lighting in accordance with the City Ordinance requirenOts pursuant to a plan which must receive the approval of the Cit ;Danner.., : H. :let aflic>:eointrot` on and off site Developers, its agent's contractors and >:: 'em loyees'shall follow all directives of the City Engineer relative to traffic \..'::n u1agement and access to the construction site and to and from the staging area located north of the site along the north side of 58'h street:`Developers shall install construction sifnnage, maintain traffic control personnel and devices to minimize disruption to the public use of 58°' Street North and Norwich Avenue North, all as directed by the City Engineer. Developers shall keep 58'h Street North and Norwich Avenue North clean from dirt and debris in proximity to its site and the construction staging area. If the City public Works Director determines that street cleaning equipment 3 Page 5 of 73 1 is required to do that Developers shall promptly supply same and clean the street at its expense. The Developers shall be responsible for storm sewer cleaning and holding pond dredging, as required, by the City prior to and following completion of the project for a period of 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 same as directed. J. The Developers shall be responsible for securing all necessary approvals, PUDs, CUPs and permits from all appropriate fed .ial, state, regional and local jurisdictions prior to the commencement eirkit aging or construction and prior to the City awarding construction ccoracts for public utilities K. Drainage and utility easements. 10 ft;.:.draage and utility easements shall be maintained along all lot lines in thc,pla • L. Wetland Protection. All area classifieds wetlands shall be protected during construction. Developers shall:;strictly.4—ere to and follow directives of the City Engineer relativ :<:#>s<' corn:# iiton activities and practices to be implemented on site. :€ M. Tree Protection and Rel katieg'The Developers shall follow the directives of the City Arbotist or a person under her designation providing on-site supervision and dirgetion during the clearing and tree relocation process. Prior to the clearing.q*ratio being initiated all clearing limits and trees to be protected shall'' :,clea:ly marked. Tree protection fencing shall be installed and maintained dui i g f e course of construction until the arborist directs otherwise, All fezeing shall be installed at least 20 feet distant from the trunks ofikigc sh '. ,ties(deciduous)and around coniferous trees no closer than the :fl ip I1 e$i1i`>fencing may not be used as a substitute for tree protection fenc ng. reiting shall be orange in color with steel posts at 6-8 foot intervals. City Arborist shall be contacted by Developers for an inspection after the .fing is installed. If any are due, all tree replacement fees due the City pursnt to the City Tree Protection ordinance following shall be paid within I0 days following the Arborists certification of amounts due. 0. Warranty of Title. By 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 liens or encumbrances against the title or if there are liens and encumbrances that those 4 Page 6 of 73 lienholders will subordinate their interests to this Developer's Agreement. Developer's representative executing this Developer's Agreement also represents that he/she is fully authorized to execute this agreement as the fee owner of the subject lands. P. Fire Hydrants. All fire hydrants throughout the development shall incorporate an AFC-Waterous 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 fire hydrants and must be furnished by the manufacturer or authorized distributor designated by the manufacturer. Storz adapters will not be accepted. Q. Utility Locations in City Right of Way. In order maintain compliance with regulations promulgated from the MinnesI;i<Q.. ce of Pipeline Safety the Developers, its contractors, subcontracts sand agerrt shall comply with the following requirements: I. All right of way work shall req i an application with a plan that shall be submitted for,city revlr prpi•to any work performed in the right of way areas+" 2. The layout of utilities,uicluding. epths, off sets and materials shall be documented documented4tilitig cc na ruction and confirmed with city staff during the installation prr;icess. 3. Single family i sidential Ohs are required to submit an accurate tie card showing tlie. tih 'installed and measurements from fixed object$, :corner of house, fire hydrants, etc.) to the curb stop, locatlQn pins, clean outs and tic in points for all utilities. 4. Mu .-faaxl#iy and:.,commercial lots must provide, in addition to the above, ofes3#onal as built drawings confirmed by field survey, showing tl required information. In addition Engineering grade A::::: .PS coo iinates in the Washington County coordinate system sha l:...... red by the builder. These will allow the coordinates to »' ......`'<3e electronically incorporated in to future city mapping. 5 :::; AIIlnstallations will require pins be installed directly above all utility lines where they cross lot lures. 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 5 Page 7of73 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 remediating problems resulting therefrom in the right of way. 7. Upon failure to provide full documentation as required the City shall notify the Developers who shall 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 completion of the necessary work. Any costs incurred in resolving these requirements shall be assessed to the property or offset from security required under this agreement 8. City staff shall document the time. i etiii vials required to review, confirm and accept the installati: j ocumer t;Lion and shall invoice Developers for the costs baspd'on the: actual work involved or on a fee schedule adopted by the y G tincil. R. Construction Staging, rea`leloprs may establish on its lands north of 58th Street North and diectly across from its driveway access into its north pricing lot.along 58'''Street North, a construction stalgifileanh40014 area dedicated to construction equipment and onstruct pn workers vehicle parking. The surface shall be paved w ith bitui Ijnous surfacing as approved by the City Engineer and degi4g,ciiiriatures shall be installed as specified by the City Engineer. Upon issuance of the certificate of occupancy for the Care,i ente :.facility the staging area shall be restored to its current conitiowunlessthe City Council directs otherwise to coordinate with uture construction of a pedestrian tunnel under 58th Street North, w[flttew access structure and new parking facilities. ''`lS:ecurity for the performance of this item shall be provided as part .». of c Patti A securities. :: `S. .;::::. Paytnent 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 1998. The PILOT agreement shall be executed by Developers concurrent with this Developer's Agreement. 6 Page 8 of 73 Al r 2. DESCRIPTION O F PLAN A IMPROVEM ENTS ESTIMATED COST 1. Landscaping $82,300.00 2. Street signs $7,500.00 3. Curb gutter and sidewalks $57,800.00 4. Grading&Erosion Control $391,000.00 5. Retaining Walls $22,000.00 6. Site Utilities(Strom, Sanitary and Water) $56,000.00 7. Parking Lot Paving(main campus) $120,200.00 6. Parking Lot Paving(Temp Lot on 58th) $64,600.00 7. Pond Protection&Restoration $2,500.00 8. Utility Protection &Repair $2,500.00 9. Street Protection&Repair .... $2,000.00 ... :.:.:. -... 10. City Inspection 4 600 00 ._.:..:..:..:::„ .......... . ...... .... ..... .... ........ .... ... .... ... TOTAL ESTIMATED CONSTRUCVNtOST ..... OF PLAN A IMPROVEMENTS $841,600.00 ................ ...... ...... ........ ..... ..... ....... ............ .... ....... ...... .:....„. .......... ... ........ .......... ......... ..., ESTIMATED ENGINEERINC,EGA.I4AND ADMINISTRATIVE(0 :'(;". q.iiiWg'°.. $210,400.00 ::..... ... .... TOTAL ESTIMATED MINgrk1.1CTION COST OF PLAN A IMPROVEMENTS: $1,052,000.00 ..... .......... „..... ..... ...... .... — ..... ... ... ..... .... .... .... .... ..,...,..,.., .... SECURITY OQUIROlvIENT(25%) $263,300.00 ..:::.., ..,:.:. ........... ... .4:::ki„.. ...... ... ..... ...,:„.. TOTAL PLAN''A ESCROW $1 315 000.00 , , ...... ......... ..... ........ .. . ..... ............ .... ... . .... ..... ..... ... ..... ... ........ .. .......... ........ ..... ........ .. .... ... ... .... .. .... .... .... .... .... .... .... .... 3 CO.14H10.1 itT .-.CTION OF PLAN A IMPROVEMENTS. . ,,,.... ..... ..... A. Con4-uction. The construction, installation, materials and equipment shall be in accordance with the plans and specifications approved by the City. B. Inspection. 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. 7 Page 9 of 73 - - C. Easements. The Developers shall dedicate to the City, upon 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. if 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 Park Heights prior to the execution of the Development Agreement. D. Faithful Performance of Construction Contracts.`''he Developers will fully and faithfiully comply with all terms and conditions Any and all contracts entered into by the Developers for the installation'i=a1'd struction of all Plan A Improvements and hereby guarantees tbc:wirorkmanAiip and materials for a period of one year following the ;qty's 'oral acceptance of the Plan A Improvements. Concurrently witlkthe >'execution of this Agreement, Developers or its general contracts :;.shall" :-ovide security to the City of Oak Park Heights in a form to be a, p5iovedt ly the'City Attorney, guaranteeing the performance by Developers ofhe constr�ption of the Plan A Improvements in a timely and proper manner. ' 4 iditionall , Developers guarantees and agrees that should the City of ofg)illeParle'tkigiits need to apply on such security, that Developers shall pay a 'reasonal attorney's fees and administrative expenses associated with said actin. E. Security. No; work shall be commenced under this Agreement until the Developers "all live filed with the City a cash deposit, certified check or Letter of Grit (ea Iotr to be approved by the City Attorney) in the amount equal to the-t'ee:;estitted cost of the Plan A improvements plus a security requirement of 25nt the total amount of$1,315,000.00. The City shall have the ri ln<.:to apply>against the Letter of Credit all bills incun-ed by the City with re i.. to h P Y A improvements in the event of Default as provided herein. 4. PLAN B IMPROVEMENTS.VEMENTS. The following public improvements will be installed by the velopers at the Developer's expense according to the following terms and conditions.:::;. 1. DESCRIPTION OF IMPROVEMENT ESTIMATED COST A. Storm Sewer Improvements $13,210.00 B. Street Improvements $49,430.00 8 Page 10 of 73 Mr , C. City Inspection $6,000.00 TOTAL ESTIMATED CONSTRUCTION COST OF PLAN B IMPROVEMENTS: $68,640.00 ESTIMATED ENGINEERING,LEGAL AND ADMINISTRATIVE(25%): $17,160.00 SECURITY REQUIREMENT(25%) $21,450.00 TOTAL PLAN B ESCROW ii,,, $107,250.00 2. The Developers shall deposit wadi,the`' (:,y of Oak Park Heights, the total estimated cost of the Plan B ipi=ovpts`plus a 25% security requirement related thereto for a total of$) 7,2.50.00:.k: A. Construction. / ll�`i 'ork''fei>E e>Derfonned by the Developers shall be under the supeision/inslction of the City Engineer. B. Escrow. No wo t .ttfle • commenced under this Agreement until the Develo0rs shall have filed with the City a cash deposit, certified check or Letter ofl:Credit (in a form to be approved by the City Attorney) in the<ttt ano t ec :al to the total estimated cost of the Plan B impro l Tents plus a security requirement as required above. The City shall have`tI] tight to apply against the Letter of Credit all bills incun-ed `'">>tby,the City:with regard to the Plan B improvements,however, the City :.. shajit::..ptovide the Developers the opportunity to pay for said `>imprdvements 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 10 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 and Specifications. The City shall be provided with a copy of the plans and specifications as prepared by the Developers for the Plan B 9 Page 11 of 73 improvements. No plans or specifications shall be released by Developers for bid or contracting unless approved by the City engineer D. Ownership of Plan B Improvements. All such improvements as constructed shall become the property of the City of Oak Park I-Ieights. E. Contracts. All such construction contracts to construct the Plan B improvements shall provide for a guarantee of the workmanship and materials for a period of one year following the completion of construction of the Plan B improvements,: All such contracts shall also conform to the ordinances and specifications of the City in the construction of all Plan B improvements. F. Change Orders. No change ordef*reasingt •contract expense shall be authorized by the Developers w bout first notifying City of the change and obtaining the Cityi? app oval in writing. G. Estimates. The abowi,'eStirri40 aril~ engineering projections only Developers shall be r ponsible l i• all actual expenses incurred in the securing and installingf all PI B improvements. The method of calculation of stxgb e+ sts sha€' °as specified by the City Engineer. fir 5. CASH ESCROW ACCOUNT. The Developers shall provide a cash escrow account to the City off`t)4.,fiik Heights in the amount of $5,000.00 to reimburse the Qty of Oak Park Heights for previous billed expenses relating to this developint. 6. GENERAL: A. ":< in.ding Wed:. The terms and provisions hereof shall be binding upon alithOge to the benefit of the heirs, representatives, successors and `' < sigi'i `of the parties hereto and shall be binding upon all future owners 0 ` 31 or any part of the Project and shall be deemed covenants running with the land. References herein to Developers, if there be more than one 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 Page 12 of 73 • the Ordinances of the City and terms and provisions hereof, permits may be issued by the City. C. Incorporation of Reference. All 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 frilly as if set out herein in frill. Specifically the following Planning Reports and Engineering files and final documentation approved by the City Planner and the City Engineer are specifically incorporated by reference herein and included herein as if originally made part of this agreement. 1. Report NAC Planner-Dated April 4,&'sipril 17,2007 and September_2007 2. Report City Engineer,BonestrpjtDated September 27,2007 D. P.U.D. Permit. The City !;p.f.QOk Park Heights shall file this Development Agreement.;„:its.t) :office of the County Recorder. Providing that the De7~tpers'<is...noV in default under the terms of the Development Agreernu.t,the City shalI provide appropriate releases to the financial aspects oftne in th i'future. L. Administrative?»and Mi. ellaneous Expenses. As to any and all administrative legal or ;engineering costs which the Developers is expected to pay'te_>t ,.0 ty of Oak Park Heights, which costs may be offset .ajainst the security which the Developers has filed and provided to th City.,of Oak Park Heights, the Developers shall be given the oppt;rturli y to;.€eview and comment on such costs prior to the applic air byp�e City of Oak Park I-Ieights to the bonding company for the parent of same. Should the Developers dispute the '"ii:iiii!Acasonab1eness of any of the City's charges, Developers shall have the iiglt tQ;s.ibmit any such dispute to arbitration at Developer's sole and • `'< ?sclusve expense. Arbitration shall be conducted by the American Arbitration Association and shall be initiated and paid for by Developers. 11 Page 13 of 73 F. Establishment of Construction Schedules. The City Engineer shall have the right to approve all construction schedules for Plan A and Plan B improvements and shall consult with Developers prior to establishing same. G. Zoning. The project site has been designated a zoning classification of PUD 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. H. handicapped Parking. Location of disability/ handicapped stalls shall be made more efficient with regard to si ing all of the areas of the proposed facility. All handicappetf fiiiiitigVtalls currently shown as located in the north parking.)pMgi the campus will be re- established as directed byle city Building official following reconstruction of that parking ,, Landscaping. A final lands aping plan shall be developed and submitted for approvalo the Cit?;Planner and Arborist by Developers. In addition the followikmodifOtions to the landscape plan shall be implemented sub'i ho finiitti ttifications by the City Planner: 1. The punting dis et depicted within the landscape plan shall implement implemetitii: 40iest branching height to provide a uniform ;rppearance and to allow clearance for pedestrians, all in a mauuer to be designated and approved by the City Forester. 2. "K'< oddi g and Seeding are discussed in the planting notes but not'< tfned in the illustration plans. The areas of sodding and se*ding shall be identified in a final plan to be submitted and ::, proved by the City Forester. Gerator 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. A photo-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 Page 14 of 73 lands and not to be visible from the public right-of-way or from adjacent properties in compliance with Section 401.15B.7 of the Zoning Ordinance. L. Signage. 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. O. Indemnification. To the fullest extent permitted by law, the Developers shall indemnify and hold harmless the City of Oak Park Heights, its agents and employees fran and against any and all claims, damages, losses or expenses, ifluding but not limited to reasonable attorney's fees, arisiligiRittggf the issuance of this Developer's Agreement by thwigty of 04 Park Heights and/or arising out of the perfojance or non-performance of its obligations hereunder by D :lop s. P. Council Imposed Co, itiong :.The':City council has imposed the following conditionspon this -oject as part of the PUD General Plan approval of Apri 4, 2007/0 I. The C Engine shall approve all driveway locations from 58th St et. 2. :-The City Engineer shall comment on the traffic study and :>>`pot ntial impact of the expansion on 58''' Street and 00kgreeo Avenue. 3. Thtgiur The propane tanks shall be removed from the site plans ad not be installed unless approved by the City. .'"'r 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 Hills Park, The plans shall be subject to review and approval of the City Engineer and City Arborist. 13 Page 15 of 73 7. The grading 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 be subject to review and approval of the City Engineer, 9. 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, ' All new light fixtures shall comply with the requirements oll ie Zoning Ordinance. 10. All signage installed :;on..,,..site sh l comply with the requirements of the nin >Ordinance. A plan, subject to approval by City stik‘s.1 be submitted by the applicant indicating appropt. ,te;dti'e tional signage. 11. The City Cencil is f Oorable to the proposed building architecture ai ,materia . 12. The Pinning ng Commission recommends and City Council approt. ,s a builciig height variance to the mid point of the highest rt :f..,p. . 2 feet. 13. ..:d As.:part of the PUD approvals, the Planning Commission ''.. r' tOmmmnds and the City Council approves a conditional '' >a Se pc*.iiiit allowance for tower elements to not exceed 60 feigt height. ::. 'f46:.. .::..:::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 Page 16 of 73 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. 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 of CITY OF O•Ajra7 HEIGHTS 0 c IDavid .:.-.itir . .,; ;4 5: 1 ditty 1 1 In the presence of li ;SENIOR SERVICES ALLIANCE,A ':4., INNETA NON-PROFIT CORPORATION ''\.off! - 74:4'. . ., y:Mark Meyer ..,:.(J ) v< ts:Chief Financial Officer In the presence of ' % .?` VSSA, CARE CENTER, LLC airlikk_C i ' t--- 14?'"` ( 4 11\ _______ By:Mark Meyer Its:Chief Financial Manager In the presence of VSSA BOUTWELLS LANDING, LLC, A 15 Page 17 of 73 MINNESOTA LIMITED LIABILITY COMPANY . abAk:L. k4A--(\ "--17.2 7-.1717— By:Mark Meyer Its:Chief Financial Manager STATE OF MINNESOTA ) )ss. ': : COUNTY OF WASHINGTON) , <<et.i<.z,;. On this b-th day of ; i�., C�,KIt�, 2007 beforOie a. otary Public,within and for said County personally appeared David Beaudet and Eric Johnsci • ;personally known, being each by me duly sworn did say that they are respectively the Ma . , `i''` Administrator of the City of Oak Park Heights,the municipal corporation g"'''''A...!`i g ipa rporation named in the o tent•and that the seal affixed to said instrument is the corporate seal of said co "" rporati. : and that id instrument was signed and sealed on behalf of said municipal corporation by autho '. of its. ity Council and said Mayor and Administrator acknowledged said instrument tote fre ; txd deed of said municipal corporation..:,::, .S. 1 orp, ,,c_ , , ,....ti, , "ArtrlN -:i.- .,,,, ,.:„. No .ii)AIY Commis sorA,STATE OF MINNESOT ? J'? ts.. ;#t}'? rat.. :..v.. . ;>•. SS."�:. COUNTY OF WA�IG pN)"r-~• On this fu ,2007,before me a Notary Public,within and for said County personally appearelark 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 Page 18 of 73 7 . I G..j.-i- :4 ,. „, i ay kn:< .;n L:cfr t 3710 Notary Public STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) lit On this t-Aiay of - ,2007, before me a Nott Public, within and for said County personally appeared Mark Meyer, to me personally known,.•;c 4t Chief Financial Officer of Valley Senior Services Alliance, a Minnesota Non-Profit Co h :w:,, '.oralioii�<��rried in the foregoing instrument; and that the seal affixed to said instrument is the.c x.'ayte seal or said corporation, and that said instrument was signed and sealed on behalf of 4 corpation by Mark Meyer with the authority of its Board of Governors acknowledging his execu ?said instrument to be the free act and deed of said Limited Liability Company, ,001%.,,z '1. .. +.'I.A,SA/tfi.th, 4•'> t 404 y+ Q v- ( :s a a �r , ,1;._ J AN At- —t. a' otary c ' ,}� t�fi ,i.,tic-Minnesota 1 „�, ;}. `> i i t�O „ a;l,res Jan 31,2010.; fi :„<,z3;' Yi. Y,va..,vv vvvvVVVVVVWV,yFi 4i{ } A. • .. 1k4:kzz.. ift: }a. ss 17 Page 19 of 73 STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this 14444 day of ,2007,before me a Notary Public,within and for said County personally appeared Mar Meyer, to me personally known,being the Chief Financial Manager of VSSA Boutwells 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 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 illcivernors acknowledging his execution of said instrument to be the free act and deed of said Limited Liiility Company. sr�vv►■PPrAnnAA.wnsvA.vonA.. � y` $ 4.44v CtA--VA, JEAN ALT 5 ' <«c-Minnesota Notary PWj i�, Jan 31,2010'; . t ?, ..;.,,.,. • • {`v. •.%" Aif CST,' •i>i\a+ • t.. } lv"•.C:h. `CCCACCCyi`: tiC 18 Page 20 of 73 • THIS INSTRUMENT WAS DRAFTED BY: Mark J. Vier ling Eckberg,Lammers, Briggs,Wolff &Vierling,P.L.L.P. 1809 Northwestern Avenue Stillwater,MN 55082 (612)439-2878 19 Page 21 of 73 EXHIBIT"A" SITE DESCRIPTION (LEGAL) TRACT A REGISTERED LAND SURVEY NO.125 20 Page 22 of 73 EXHIBIT "B" PILOT AGREEMENT 21 Page 23 of 73 AGREEMENT FOR PAYMENT FOR CITY SERVICES THIS 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 municipal 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 Company(the "Developers"). WITNESSETH: WHEREAS,the Developers has made application to the Cityr.approval'?esf a project (the "Project")within the corporate limits of the City; and WHEREAS,a copy of a legal description of the Land xs<.aUacl d;hereto as Exhibit A;and, WHEREAS,the Developers has agreed to make certain payments to the City in lieu of real property taxes affecting certam portions of the development the"Development")that has been proposed by the Developers for the Land that.:.bs''tr is ai;teipated to have tax exempt status. NOW,THEREFORE, in consideration of t .premisea'and of the mutual promises and conditions hereinafter contained, it is hereby a r: : :0:follows: ::::ARTICLE I I~kPi SENTA'I'IONS, ETC. Section 1.01. Representation by the C f 'he City makes the following representations as the basis for its undertakings JAW.;; (a) The City is a i m mcipi l cprpa`ration duly organized and existing under the laws of the State of Mmn sota;,:> (b) The execution,d livery and performance of this Agreement by the City does not violate any agreement, lawM-ule, regulation or any court order or judgment in any litigation to which the City is a party or by which it is bound. (c) The City has been duly authorized to enter into this Agreement and to perform the terms hereof Section.102. Representations by the Developers. The Developers makes the following representations,warranties and covenants: Page 24 of 73 (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 H TAX EXEMPTION Section 2.01. Exempt Status. The Developers shall have the right, atany time, following or during the construction of portions of the Care Center element of the Oevelopment, to apply for exemption for some or all of the Care Center element of the Deveiopii ht from real property taxation in accordance with applicable Minnesota law, and the Ciqagre ,to acquiesce in such application,providing the Developers is not then in default hexei€tt der. ARTICLE III PAYMENT FOR CITY.,SkRV1 ES Section 3.01. City Services. The City hereby agree 'to providii the Developers with all of the services that it provides to property owners and the p iblic in gp leral within the City limits, including without limitation police protection; iil tl"fire atlon services (referred to generally as"Municipal Services"). Section 3.02. Payment for Municipal ServicegnbAgai calendar year in which no property taxes are payable with respect to any portigof the Development because of a granted exemption, the Developers shall make a payment in'Iieu:,oftaxes to the City equal to the amount the City would have received if that portion of th 'Dev fopm it inclusive of real estate and improvements thereto (the"Exempt Property")were exempt from property taxation and the market value of the Exempt Property was determined in a (tirdance with the provisions hereof The Development and the City st pu1ate and:agree that such amount is fair compensation for the Municipal Services. Section 3.03. Com fatiQ.n:of Payment. The City Administrator/Clerk/Treasurer shall compute the amount of the iati payment annually and advise the Developers of the amount due in such year and of the r a`iger in which such amount was computed as early as practicable. The computation shall be comjsfirted 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 made 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 payment 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 the market 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 Page 25 of 73 Chapter 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 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 detemined a new value for any given year, the value for such year shall be the value determined ' 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 Pari610i l ts. Thus, for example, if the Washington County Assessor has determined the nnarket rlue of tt 'Exempt Property as of January 2,2009, and if the Exempt Property is exempt f,an taxation for taxes payable in 2009 and average property appreciation for 2008 is 5% , the pakmot in lieu of taxes due in 2009 shall be computed with reference to the Assessoi::: :January;,2, 2009 valuation plus 5% appreciation. If the assessor has not updated the v4iiie for foeitApreltan one year, appreciation for each unadjusted year shall be added to the last vdre set. Ifs>the County Assessor continues to value the property every sixth year, as is now the plractice the new value determined by the County Assessor will be determinative notwitl s€l ding'mt. r in years of cumulative increases. Section 3__05, Appeal of Valuation. The nia. et value of the Exempt Property as determined by the Washington County Assessor from tine>'t:€1tte after the Exempt Property is granted exemption may be appealed by eith? 'the Developers or the City as follows: within ninety(90) days after receiving notice of the,jrark. .value of the Exempt Property as determined by the Washington County Assessor, eitez party may send notice to the other that it objects to such determination and stating its opinion l ..to.tle true market value of the Exempt Property. If the City and the Developers cannot within fry(30) days after the date of said notice and after good faith negotiations agree uponttlhe markt value of the Exempt Property, then the market value shall be established by a .iaisa .a. 'ollows: .If the Developers and the City agree upon the selection of an appraiser wrt f twenty (20) days after the expiration of the thirty (30) day negotiation period,.:.such appraises shall be appointed to appraise the full and impartial appraisal which shall be bindlikon the parties. If the Developers and the City have been unable to agree upon the appointment'&a single appraiser within said twenty (20) days, then each party shall within thirty (30) days fo #hwing the expiration of the time given for appointment of a single appraiser designate an independent appraiser who holds the designation"MAI' and has his or her principal place of business in Washington County, Minnesota. If the objecting party shall fail to designate an 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 fail 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 Iast of the two appraisers named by the parties. If the two appraisers fail Page 26 of 73 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 appointment 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 procedures used in the valuation of real property for purposes of determining ad valorem real property taxes in Minnesgta, which may or may not approximate the actual fair market value of the Exempt Property. in'tie event the market value of the Exempt Property has not been determined by the appraiser(s) s eh that the amount of the payment due in any year cannot be calculated and timely paymertisii'iid .with reference thereto, the Developers shall nevertheless be required to make paymts. when die but the amount of such payments shall be calculated with reference to the As; ssork most recent determination of market value. If following the completion of the appraisal .;;tb actual payment required to be made by the Developers hereunder is less than the amount,1 a`e ofore paid by the Developers, the difference shall be refunded by the City to the Developers v bout interest within thirty(30)days If the actual payment required to be made by the 1)i /elopers'hereunder is more than the amount heretofore paid, the difference shall be paid by the I evelopets>to the City without interest within thirty(30) days. Section 3.06. Legislative Changes. In the vent the:€;:methods and procedures for determining property taxes are altered by the Minnesotd<N 'Legislature such that the methods and procedures set forth in this Agreemepl are no longer adequate to permit the parties to achieve the intent hereof as set forth in Sectioi0.04the parties shall negotiate in good faith an amendment to this Agreement directed at prod l in 'coiuparable result. Section 3.07. Alterations. In the event tli > s'xempt 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 estiiWe oif' he:ITiarket value of the Exempt Property,the parties shall negotiate in good faitl n equlI~:ble'adjustment of such market value and reduce their agreement thereto in writing. _' ARTICLE IV EMS SERVICES AND 911 CALLS Section 4.01. Emergency Services via Bayport Fire Department. At such time when the Development (defined as the current Boutwells Landing Complex and the Proposed Skilled Care Facility located south of 58 ih 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. Page 27 of 73 e , Section 4.02 Billing. 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 of Fire/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 EMS service vendor costs. Section 4.04 Disclaimer. While it is anticipated that the City can prov ;le adequate emergency responses to the Development, the City does not guaranty that it has adquate resources to respond to all emergencies or provide same in perpetuity. The Ciif itiftlikiindicates to the Developers that it should consider the implementation of neceee ty`on-site staff and other emergency mitigation resources so that emergency EMS/Roue gulls could be handled internally and directly with appropriate health care providci and€potentially deleting the need of the City responses. ART1CLOk. MISCE NI) >.;>_` Section 5.01. Governing Law. The parties aKce that this Agreement shall be governed and construed in accordance with the laws of the At€tt 'Minnesota. Section 5.02. Time is of the Essen: Time shall be of the essence of this Agreement. Section 5.03. Counterparts. If this AgOg. em* l is executed by any number of counterparts, each which shall be an original, but all of whlib>shall constitute one in the same instrument. Section 5.04. Interpretatit i%.,.Sev �:bt:ity. If any one or more of the provisions, sentences, phrases or words of th g'Agre nwnt`or any application thereof shall be held or determined to be invalid, illegal or un ifoi ableit'any respect, the validity, legality and enforceability of the remaining phrases,sellt. tces,phrases or words of this Agreement and any other application thereof shall in no wayaffected 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 of the parties hereto. Page 28 of 73 • 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: City of Oak Park Heights City Hall 14168 Oak Park Blvd Oak Park Heights,Minnesota 55082 The Developers: Valley Senior Services Alliance, VSSA Care Centers LI « ;.. VSSA Boutwell. €l d 1.ing, C 2845 l lamlinc.A ve.No Roseville, MN 51. or at such address as either party may, from time to time, do 1 at'e>in writing and forward to the other party. Section 4.07. Arbitration. Any controversy l>til YSpute 'ef atever nature, between the Developers and the City arising out of this Agreement be finally and conclusively settled by arbitration in accordance with the Minnesota` niform Arbitration Act, Minn. Stat. Chapter 572, as amended. Determinations of market value itr �k 'hh`owever, subject to arbitration except where the parties have been unable tq: ome to an agreement thereon under circumstances described in Section 3.07 hereof Alt'°quc$ions as to the meaning of this Section 4 or as to the arbitrability of any dispute shall b <:esolited b ,the arbitrators, and their decision on such questions shall be final and binding'arti .not: ibject to judicial review,except to the extent provided in the Minnesota Uniform Arbitration Act. Section 4.08. Terminatid t:;Thel m tfthis Agreement shall commence on the effective date hereof, and shall remal t'in f'ilittbrce'and effect until the effective date that the Exempt Property ceases to be exemptlom,real property taxation. Section 4.09. Reasonalless. The parties agree that where any consent or approval is provided for this Agreement, each Mil 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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on or as of the day and year first written above. Page 29 of 73 a y THE CITY OF OAK PARK HEIGHTS By:. David Beaudet Its Mayor By: Eric Johnson Its City Administrator':;:;, VALLEY SENAO.RSERVICES ALLIANCE, Mark Meyer Its: ChinanG7 Officer 'SSA, CARE CENTER,LLC Mark MeyerW X : Chief Financial Manager VSSA BOUTWELLS LANDING, LLC Mark Meyer Its Chief Financial Manager Page 30 of 73 STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this day of , 2007, before me a Notary Public, within and for said County personally appeared David Beaudet and Eric Johnson, to me 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. Notary Public,;_.::" STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this day of AV. , 2007>before me a Notary Public, within and for said County personally appeared Mark Meye to me p sonally known, being the Chief Financial Manager of VSSA Care Center, L.L.C, a Min Miiiiim.Oitimited Liability Company, named in the foregoing instrument;and that the seal: .ffixed to said instrument is the corporate seal of said limited liability company, and that said 41efrun alt was signed and sealed on behalf of said Limited Liability Company by Mark Meyer>with;tie authority of its Board of Governors acknowledging his execution of said instrument to be the'fe act:: iid deed of said Limited Liability Company. Notary Public Page 31 of 73 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 instrument was signed and sealed on behalf of said corporation by Mark Meyer with the authority of its Board of Governors acknowledging of said instrument to be the free act and deed of said Limited Liability Company. Notary 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 Mayer, to me personally known, being the Chief Financial Officer of VSSA Boutwells Landitl"r LLC, a Minnesota Limited Liability Company, named in the foregoing instrument; and that the a 1..affixed to said instrument is the corporate seal of said corporation, and that said instrument w40°'signed and sealed on behalf of said limited liability company by Mark Meyer wit the autho.ity of its Board of Governors acknowledging his execution of said instrument to be thiiaa[ffee a t;4inc deed of said Limited Liability Company. Notary Public Page 32 of 73 Approved as to form: Mark J Vierling City Attorney Page 33 of 73 II This Instrument Drafted By: Mark J. Vierling ECKBERG, LAMMERS, BRIGGS, WOLFF&VIERLING, 1809 Northwestern Avenue Stillwater, Minnesota 55082 Page 34 of 73 EXHIBIT"A" LEGAL DESCRIPTION TRACT A REGISTERED LAND SURVEY NO.1.25 • Page 35 of 73 EXHIBIT"B" Method of Calculation: 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 land and building) were not exempt from taxation. The City estimates the new Valley Senior Service Alliance Skilled Care Center(land and building) to have an appraised market value of$19,093,226. This market value, if taxable, would generate a tax capacity of$381.,1 t .. A portion of this tax capacity would be subject to fiscal disparity sharing as a comme' 1" grt . The proposed p Y subject p Y g ��l€?:. Y P P sharing percentage for Oak Park heights for pay 2008 taxes is +:1157%:'`Therefore, the local taxing entities will benefit directly from$296,829 of the i v eapaQtty. This reduced tax capacity would generate taxes to the City of$109,358, based on a pr?pos d pay 2008 tax capacity rate of 36.842%. This amount does not include any fiscal disp :rity.d _ibution that would be generated by this property if taxable. The step by step calculai ti is deta,ile ibelow. Based on an estimated market value(EMV) of$19,04226,.,0 following steps would be utilized to calculate the PILOT payment: Step 1:Calculate the Total Tax Capacity(T ' ): 1.5%x first $150,000 of EM <=$2,250 Plus 2.0%x EMV in excesf$1;5 ,000 - $378,865 Equals$381,115 (TTC) Step 2:Calculate the Fiscal Disparity TA:rapacity(FDTC): Result from Step'I 4TTC <;,,;._ Multiplied by. .1157%(Proposed pay 2008 rate for City of Oak Park Heights) Equals$8440$6(PD I C} Step 3:Calculate the teital Tax Capacity(LTC): Result from Step 1 (TTC)=$381,115 Minus Result from Step 2(FDTC)=$84,286 Equals$296,829(LTC) Step 4:Calculate the City's Tax Result from Step 3 (LTC)=$296,829 Time 36.842% (Proposed Oak Park I-leights local tax capacity rate for Pay 2008) Equals$109,358(City PILOT payment) Page 36 of 73 The PILOT payment identified above includes the taxes that could be generated by the Valley Senior Service Alliance Skilled Care Center if it had an estimated market value of$19,093,226. Furthermore,the payment calculation assumes the proposed 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 be 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 fbr Oak Park Heights and the local tax rates for the City of Oak Park Heights. The PILOT would begin on a timetable based on construction and co , letion of the Skilled Care Center. Page 37 of 73 „ !� a ' f vR”' � C3` xr < 4 ,1:,.r,.,,,,,,,,� . °'' rr � `,':'. ,§i "a� -` ',b� + ;y*, 4,`,.,,;;,'',.,i,.;-, t ` Zr . ; off 0, , tr P.LL.O.T.AGREEMENT AGREEMENT FOR PAYMENT FOR CITY SERVICES THIS AGREEMENT FOR PAYMENT FOR CITY SERVICES(this "Agreement") was made as of the 7'�day of December, 2007 by and between The City of Oak Park Heights, a municipal 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 Company(the "Developers"). WITNESSETH: WHEREAS,the Developers has made application to the City for'appr .lof a project(the "Project")within the corporate limits of the City; and WHEREAS, a copy of a legal description of the Land is att Ohed`:liereto as Exhibit A; and, WHEREAS,the Developers has agreed to make cert nn pay ent5 to the City in lieu of real property taxes affecting certain portions of the development (t "Development")that has been proposed by the Developers for the Land that has or 4p„.p:; ntici ted to have tax exempt status. NOW,TI:IEREFORE, in consideration of e premise and of the mutual promises and conditions hereinafter contained, it is herebd aoflows: ARTICLE I R PR1SENTAT IONS, ETC. Section 1.01. Representation by the ty.The City makes the following representations as the basis for its undertakings herein: (a) The City is a municipal C Otpoggiion duly organized and existing under the laws of the State of MinnOta. (b) io- pliver and performance of this Agreement by the City does not violate The executtc�'0�.d:' y l any agreement,- regulation or any court order or judgment in any litigation to which the City is alparty or by which it is bound. (c) The City has been duly authorized to enter into this Agreement and to perform the terms hereof Section.102. Representations by the Developers. The Developers makes the following representations,warranties and covenants: Page 39 of 73 , (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 H TAX EXEMPTION Section 2.01. Exempt Status. The Developers shall have the right, at any time, following or during the construction of portions of the Care Center element of the;Development,to apply for exemption f'or some or all of the Care Center element of the Deve1opm nt from real property taxation in accordance with applicable Minnesota law,and the City.{ages to acquiesce in such application,providing the Developers is not then in default hereu itIet"" `:<:::„ ARTICLE III >> PAYMENT FOR CITY SEhs Niiiiiii Section 3.01. City Services, The City hereby agreekto prow e t17e'Developers with all of the • services that it provides to property owners and theipublic in g. neral within the City limits, including without limitation police protection and fir p otec li n services (referred to generally as "Municipal Services"). Section 3.02. Payment for Municipal Service,: In each'calendar year in which no property taxes are payable with respect to any portion of the 1,ftol p iient because of a granted exemption,the Developers shall make a payment its leu of taxes to the City equal to the amount the City would have received if.that portion of the 7evelopment inclusive of real estate and improvements thereto (the"Exempt Property")we.�ot exempt from property taxation and the market value of the Exempt Property was determined'.b:>;acc srdance with the provisions hereof The Development and the City stipulate and`anree that such amount is fair compensation for the Municipal Services. Section 3.03. Computal.ionof'P:ayment. The City Administrator/Clerk/Treasurer shall compute the amount of the rt ejuiret payment annually and advise the Developers of the amount due in such year and of the'i #:#lien in which such amount was computed as early as practicable. The computation shall be Convicted by the City for the current year by March 15 and calculated in accordance section 3.04 arid'invoiced no later than March 31. The payment shall be made 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 payment 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 the market 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 Page 40 of 73 y r Chapter 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 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 appeciation based on other commercial/industrial property appreciation in the City of Oak I?.1tr1c...I1eights. `Thus, for example, if the Washington County Assessor has determined the market:va1 iPiti`t e Exempt Property as of January 2, 2009, and if the Exempt Property is exempt frail t• s tion for"taxes payable in 2009 and average property appreciation for 2008 is 5% , the payment an lieu of taxes due in 2009 shall be computed with reference to the Assessor Muatf Sat 2, 2009 valuation plus 5% appreciation. If the assessor has not updated the value:: z.;;<:no ::than one year, appreciation for each unadjusted year shall be added to the last vae set."fthe`County Assessor continues to value the property every sixth year, as is now thgp actice,<t,he new value determined by the County Assessor will be determinative notwithstandif ;.interia" years of cumulative increases. Section 3.05. Appeal of Valuation. The mi'ket valueof the Exempt Properly as determined by the Washington County Assessor from tirtt ..to tine after the Exempt Property is granted exemption may be appealed by either the Dev dmi.i'or the City as follows: within ninety (90) days after receiving notice of the Mi i•ket value of the Exempt Property as determined by the Washington County Assessor, eitl ci= pats' may send notice to the other that it objects to such determination and stating its (TiiYl ita. ''to t1:4true market value of the Exempt Property. if the City and the Developers cannot witivt thirty t30) days after the date of said notice and after good faith negotiations agree upon the markelalue of the Exempt Property, then the market value shall be established by appiiMi, as :fa`llows: If the Developers and the City agree upon the selection of an appraises`'within tw ity (20) days after- the expiration of the thirty (30) day negotiation period, such apps' r shall be appointed to appraise the full and impartial appraisal which shall be binding old the parties. If the Developers and the City have been unable to agree upon the appointment: #f'a single appraiser within said twenty (20) days, then each party shall within thirty (30) days" flowing the expiration of the time given for appointment of a single appraiser designate an independent appraiser who holds the designation "MAI' and has his or her principal place of business in Washington.County, Minnesota. If the objecting party shall fail to designate an 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 fail 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. If the two appraisers fail Page 41 of 73 I 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 appointment 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 procedures used in the valuation of real property for purposes of determining ad valorem real property taxes in Minnesota, which may or may not approximate the actual fair market value of the Exempt Property. lthe event the market value of the Exempt Property has not been determined by the appraiser(s)'' t1ch 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 wle due but the amount of such payments shall be calculated with reference to the Asissti s most recent determination of market value. if following the completion of the appraIs, th 'actual payment required to be made by the Developers hereunder is less than the amount eltofore paid by the Developers, the difference shall be refunded by the City to the Developer r tlici t .;interest within thirty(30) days if the actual payment required to be made by the Lvelopersl�ereunder is more than the amount heretofore paid, the difference shall be paid by the? cvelopei to the City without interest within thirty(30) days. ..._ Section 3.06. Legislative Changes. In thy;event tlsrnethods and procedures for determining property taxes are altered by the Min ne a State?'Legislature such that the methods and procedures set forth in this Agreement are no Idiveradequate to permit the parties to achieve the intent hereof'as set forth in Section. '02, the parties shall negotiate in good faith an amendment to this Agreement directed at probing >cotmparable result. Section 3.07. Alterations. In the'eveiiti.�s 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 estinate :f the market value of the Exempt Property,the parties shall negotiate in good faith;,air" u.itabi :atjustment of such market value and reduce their agreement thereto in writing. ARTICLE IV EMS SERVICES AND 911 CALLS Section 4,01. Emergency Services via Bayport Fire Department. At such time when the Development (defined as the current Boutwells Landing Complex and the Proposed Skilled Care Facility located south of 58'h 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. Page 42 of 73 . . Section 4.02 Billing. 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 of Fire/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 EMS service vendor costs. Section 4.04 Disclaimer. While it is anticipated that the City can provide adequate emergency responses to the Development,the City does not guaranty that it has aquate resources to respond to all emergencies or provide same in perpetuity. The Ct!fuxt: cr indicates to the Developers that it should consider the implementation of necessary"on-St "staff and other emergency mitigation resources so that emergency EMS/Res t1 calls could`be handled internally and directly with appropriate health care provido 5,and; otentially deleting the need of the City responses. ARTICL :,V MISCELLAN1 Q.U5:;:>' Section 5.01. Governing Law. The parties agree that`t. is Agreement shall be governed and construed in accordance with the laws of the of Minnesota. Section 5.02. Time is of the Essencg `"Time shall be of the essence of this Agreement. Section 5.03. Counterparts. If this' teme7t''is executed by any number of counterparts, each which shall be an original,but all of tw itc;;hA all constitute one in the same instrument. Section 5.04, erpretati n;'S verabibty. If any one or more of the provisions, sentences, phrases or words of this.,Ag#cemeM any application thereof shall be held or determined to be invalid, illegal or untforceatbtam,any respect, the validity, legality and enforceability of the remaining phrases,iSe✓nteres,phrases or words of this Agreement and any other application thereof shall in no V,r4ittf.affected or impaired and shall remain in full force and effect. Section 5.05. Successors and Assiens. This Agreement is binding on and inures to the benefit of the successors and assigns of the parties hereto. Page 43 of 73 b. 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: City of Oak Park Heights City Hall 14168 Oak Park Blvd Oak Park Heights, Minnesota 55082 The Developers: Valley Senior Services /4iance, VSSA Care Centet: _1.44::::; VSSA Boutwells.::Landing LC 2845 I lamline;Ave"`1: o. Roseville, M�':± 551 ' or at such address as either party may,from time to time, in writing and forward to the other party. Section 4.07. Arbitration. Any controversy ord:spit Q;fbatever nature, between the Developers and the City arising out of this A. ieement;shall be finally and conclusively settled by arbitration in accordance with the MinnesotilUniform Arbitration Act, Minn. Stat. Chapter 572, as amended. Determinations of market value> t:e.not,_ owever,subject to arbitration except where the parties have been unable to come to:art=ate eement thereon under circumstances described in Section 3.07 hereof Al t questions as to the meaning of this Section 4 or as to the arbitrability of any dispute shal114.TesoOtd by the arbitrators, and their decision on such questions shall be final and bindrn.g a 'not s bject to judicial review, except to the extent provided in the Minnesota Uniform At trrtion Act . Section 4.08. "Termination. _termA fthis Agreement shall commence on the effective date hereof, and shall remain iii Wl for. aid effect until the effective date that the Exempt Property ceases to be exempt tbm reaI'}appeity taxation. Section 4.09. Reasoiali1eness. The parties agree that where any consent or approval is provided for this Agreement, eac:WI 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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on or as of the day and year first written above. Page 44 of 73 THE CITY OI?,,4.44,,, PARK HEIG- or IP■1110 , ,:0By: David Bea t Its :ytr By. Y Eric • •nson . Its I Administrate VALLEY S'��IOI ERVICES ALLIANCE, Mark keyer ' . Its: Cl*f Financ f l Officer • 'SSA, C` RE CENTER,LLC Mark Meyer •k$ Its: Chief Financial Manager VSSA BOUTWELLS LANDING,LLC Mark Meyer its Chief Financial Manager Page 45 of 73 STATE OF MINNESOTA ) ss. COUNTY OF N) On this day of LX) e Y1�l�t'Y , 2007, before me a Notary Public, within and for said County personally appeared David Beaudet and Eric Johnson, to me personally known, being each by me duly sworn did say that they are respectively the Mayor and the Administrator of the City of Oak Pk Heights, the municipal corporation named in the foregoing instrument; and that the seal affixeclat;o said imEt is the corporate seal of said corporation, and that said instrument jetaFER 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. Notary bhc Akz STATE OF MINNESOTA ) }� COUNTY OF WASHINGTON) <,:: On this y a day �,, , 2007;'b� fibre me a Notary Public, within and for said County personally appeared Mark Me • , to me personally known, being the Chief Financial Manager of VSSA Care Center, L.L.C, aesota Limited Liability Company, named in the foregoing instrument;and that the seal affixed i'64iiiiefistrument is the corporate seal of said limited liability company, and that said in#ument was signed and sealed on behalf of said Limited Liability Company by Mark Meyeiwith. a authority of its Board of Governors acknowledging his execution of said instrument to be'1 fj act.rd deed of said Limited Liability Company. r„y c ,v. o t Je^' Notary Public • uLa Page 46 of 73 STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this 144-h-h day of � ti p - , 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 instrument was signed and sealed on behalf of said corporation 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. it ; i, 1VALEP&EJEANALJ1 7::::.:':,:irlk. l ax-mil:4 NotA :,p1!c- innesota tl i td,'l.;rr EA ,r. chn;(05 Jan 31 2010 ,, v"vw n Anb.wvw�nrvv Notary Public€-. :,' ,lrx:� v STATE OF MINNESOTA ) '` z v <.?; " gig:.,;:n g; )ss. ti;`;. COUNTY OF WASHINGTON) ;+ •444 On this 144:11- day of e_te "�? , before me a Notary Public, within and for said County personally appeared MO Meyer, to me personally known, being the Chief Financial Officer of VSSA Boutwells Land'.:.!, L , a Minnesota Limited Liability Company, named in the foregoing instrument; and that aff 'd to said instrument is the corporate seal of said corporation, and that said instrumef . .assigned and sealed on behalf of said limited liability w:#company by Mark Meyer i the author' of its Board of Governors acknowledging his execution of said instrument to be h ;pt anot4Ited of said Limited Liability Company. W a' Ann, ar wlJNr "AAA /¢ . .� V :; A . .l ALT Q tJ�X.0 ‘s''.-.''"7: ,,.., - Plot' ,nc•ilAinnesota °:y c,, s •�-�:a,to Jn 31,2010 Notary Public 4twwwwvAv,,,..,:....,,.v WIN wv Page 47 of 73 Approved as to form: Mark J Vierling City Attorney Page 48 of 73 . This Instrument Drafted By: Mark J. Vierling ECKBERG, LAMMERS, BRIGGS. , WOLFF&VIERLING, P.L.L.P. 1809 Northwestern Avenue Stillwater,Minnesota 55082 Page 49 of 73 EXHIBIT "A" LEGAL DESCRIPTION TRACT A REGISTERED LANI) SURVEY NO.125 Page 50 of 73 • EXHIBIT"B" Method of Calculation: 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 land and building) were not exempt from taxation. The City estimates the new Valley Senior Service Alliance Skilled Care Center(land and building) to have an appraised market value of$19,093,226. This market value, if taxable,would generate a tax capacity of$381,45. A portion of this tax capacity would be subject to fiscal disparity sharing as a commecl.:pperty. The proposed sharing percentage for Oak Park Heights for pay 2008 taxes is 2:2f157% ::;Therefore,the local taxing entities will benefit directly from$296,829 of the tax pac1ty. This'reduced tax capacity would generate taxes to the City of$109,358, based on a opos >pay 2008 tax capacity rate of 36.842%. This amount does not include any fiscal disparity tis#fibution that would be generated by this property if taxable. The step by step calculatiQ ;t €lc taitod.below. Based on an estimated market value(EMV) of$1093,226. tR t; following steps would be utilized to calculate the PILOT payment: Step 1:Calculate the Total Tax Capacity(TIC): 1.5%x first $1 50,000 of EMV = Plus 2.0%x EMV in excess gt$l50,000 - $378,865 Equals $381,115 (TTC) Step 2:Calculate the Fiscal Disparity11 x Capacity(FDTC): Result from Step 1. (I"r. ) >' Multiplied by 22:1`1:57%.* ? >I'3'.osed pay 2008 rate for City of Oak Park Heights) Equals $84,20(FD7? ).;. Step 3:Calculate th7 )Wc. al Tax Capacity(LTC): Result from Step f ITC)= $381,115 Minus Result from Step 2 (FDTC) _$84,286 Equals $296,829 (LTC) 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) Page 51 of 73 The PILOT payment identified above includes the taxes that could be generated by the Valley Senior Service Alliance Skilled Care Center if it had an estimated market value of$19,093,226. Furthermore,the payment calculation assumes the proposed 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 be 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 for the City of Oak Park Heights. The PILOT would begin on a timetable based on construction and cQ ppletion of the Skilled Care Center. Page 52 of 73 r i ', . t ,,t e it „�� 14!y�,`'fit *' j vr: t r v� i�'tc `t a '� 8 fit .. M �t 7 i . . , 4.s ( # fix" � �� �r � � '''''''''''"4''''''''f'''' ate � � kip;' ' T f' ,,g�� `;AUTHORIZING RESOLUTION y City of Oak Park Heights -4439•Fax(651)439-0574 14168 Oak Park Blvd. N•Box 2007•Oak Park Heights,MN 55082•Phone(651)439 May 11 ,2007 Allen Black Senior Housing Partners/VSSA 2845 Hamlin Ave N Roseville,MN 55113 RE: Skilled Care Facility. • Dear Allen: Enclosed you will find a copy of the executed City Councif`Uesolution r the recent approval of the above project.The document generally conveys your approval:wit gpropx tte conditions as discussed.At this point we will begin composing the needed DevelopVs'Agreement'or appropriate amendments. No action is neede yfl+ u at this time. y�. � ely, ..,. /i Johnson ity Administrator Cc: Planning File :> "`'': Mark Vierling?tity(jttorr :...; Page 54 of 73 RESOLUTION NO. 07-04-21 CITY COUNCIL CITY OF OAK PARK HEIGHTS WASHINGTON COUNTY, MINNESOTA A RESOLUTION ESTABLISHING FINDINGS OF FACT AND RESOLUTION OF THE CITY COUNCIL THAT THE REQUEST BY VALLEY SENIOR SERVICES ALLIANCE FOR A GENERAL PLAN PUD APPROVAL FOR A SKILLED CARE CENTER ADDITION AT BOUTWELLS LANDING LOCATED AT 58TH STREET AND NORWICH AVENUE BE APPROVED WITH CONDITIQI' ,, WHEREAS, the City of Oak Park Heights'h s. eived a request from Valley Senior Services Alliance for a general plan PUD approv 1:>Icii a` killed care center addition at Boutwells Landing located at 58'Street and Norwi9,Aveni ,.and after having conducted a public hearing relative thereto,the Planning Commsion of Q.:*Park Heights recommended that the application be approved with conditions. The:CitCouxn :l of Oak Park Heights makes the following findings of fact and resolution: 1. The real property affected,by said application is legally described as follows, to wit: SEE ATTA :IMMT and 2. The applicant har>submitted an application and supporting documentation to the Corr znity ev lopment Department consisting of the following items: >SEEA .T'TACHMENT B and 3. Concept plan approval for the care center was approved by the City Council at the November 22, 2005 meeting; and 4. The property is zoned PUD District with an underlying zoning of R-B, Residential Business. Care centers are a conditional use in the R-B District; and 5. City staff prepared a planning report dated April 4, 2007 reviewing the PUD; and 6. City staff recommends in the April 4, 2007 planning report that the request be approved with conditions; and Page 55 of 73 1 7. The Planning Commission held a public hearing at their April 12, 2007 meeting, took comments from the applicants and public, closed the public hearing, and recommended that the application be approved with conditions. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL FOR TIM CITY OF OAK PARK HEIGHTS THAT THE CITY COUNCIL APPROVES THE FOLLOWING: A. The application submitted by Valley Senior Services Alliance for a general plan PUD approval for a skilled care center addition at Boutwells Landing located at 58th Street and Norwich Avenue and affecting the real property as follows: SEE ATTACHMENT A Be and the same as hereby approved by the City Council o£ ;:City ofak Park Heights with the following conditions: 1. The City Engineer shall approve all driveway lqc 0pm 58°'Street. 2. The City Engineer shall comment on the`:traffic s :idy and potential impact of the expansion on 58th Street and Oakgreen Ayenit a;<::.:. 3. The four propane tanks shall be removed froriiiihe site plans and not be installed unless approved by the City. 4. The landscape plan is subject t review and approval of the City Arborist. 5. The site plan shall be revised€ nclu4 iplans for the outdoor play area subject to review and approval of City staff. 6. The applicant shalt p ov e;.adthtional plans for the grading and installation of prairie grasses on the Oh side the Autumn Hills park. The plans shall be subject to review and• approval of the>Cit! ng leer and City Arborist. 7. The grading an&'d ainage plans shall be subject to review and approval of the City Engineer, Middle Se Croix Watershed District and Browns Creek Watershed District. 8. The utility plans shall be subject to review and approval of the City Engineer. 9. 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. All new light fixtures shall comply with the requirements of the Zoning Ordinance. 10. All signage 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. Page 56 of 73 2 11. The City Council is favorable to the proposed building architecture and materials. 12. The Planning Commission recommends f City yeetouncil approves a building height variance to the mid point of the highest roof 13. As part of the PUD approvals, the Planning Commission recommends and the City Council approves a conditional use permit allowance for tower elements to not exceed 60 feet in height. 14. The City Council will conduct an annual review to address the issue of 911 calls and potential emergency vehicle siting on campus. 15. A snow removal and storage plan shall be submitted by the applicant. 16. The Police Chief and Fire Chief should comment on a y safety"V`: hicle access issues of the access points, driveways, or of the general site ROC. 17. A development contract amendment shall be excute ` lbject to review vressed as approval va of the the City Attorney. The issue of payment in 11u of''t :es' ill be p contract. 18. The applicant shall provide a copy c f t :e Mifitiesota Department of Human Services permits for the care center prior to issance of cupancy permits by the City. Approved by the City Council of the City 'of Oak Park Heights this 24`x' day of April 200'1. *1k 4h.ir s avid Beaudet,Mayor A ' S : / J.!!!...,.:0, '''"::'.:.i.i:ii:.. Aiii%,(... ."'i:::::4;.:,.... Vic A. 4 ohnson, City Administrator c Page 57 of 73 3 Page 58 of 73 Attachment A Washington County GEO Code: 05.029.20.13.0009 Legal Description: Lot 1,Block 2,Boutwell's Landing Physical Address: 13575 58'x' St.N. ATTACHMENT B Planned Unit Development(PUD): Amended Concept& General Plan Approvals And Building Height Variance For 13outwell's Landing Care Center Expansion Located at 13575 58th St.N. Application Materials • Application Form • Fees ........ • Plan Sets(3 Large Scale Sets/20 11X17 Sets) :; '' .. • Written Narrative and Graphic Materials Explaining Proposal ' ' • Mailing List from Washington County (500' from subject prop erty) • Proof of Ownership or Authorization to Proceed • Property Tax Statement(s)/Legal Description(s) <'' Conference With City Staff Upon Application.SSubitii*tal,,. ebruary 21,2007 Public Hearing: April 12,2007 Required Approvals: .... Planning Commission Majority Vote City Council Majority Vote PUD: General Concept-Limitation„.......otilFneral Concept Plan Approval: Unless a General Plan of Dev opii i nt`covering the area designated as in the General Concept Plan as the first stage o itl e PU :has'b een filed within twelve(12)months from the date Council grants General Concept Plat approval, or in any case where the applicant fails to file General Plan of Development'Ste and Final Plans and to proceed with development in accordance with the provisions of this Ordittnce and of an approved General Concept Plan, the approval may be revoked by Council action. (401.06.C.2.e) Variance—Lapse of Approval: Unless the City Council specifically approves a different time when action is officially taken on the request,the variance shall become null and void twelve (12) months after the date of approval,unless the property owner or applicant has substantially started the construction of any building structure,addition or alteration,or use requested as part of this variance. The property owner shall have the right to submit an application to extend the approval of a variance to the Zoning Administrator not less than thirty (30)days before the expiration of said approval. (401.4.0 .1 —401.4.C.2) Page 59 of 73 . tia 5 4i 1 i` � , t ug 'k -'k t f r" rf ryy ,� ? dr � &`. i. )���d" a a X ,� � � a F =�v ' ��t MINOR SUBDIVISION PERMIT ,� r n!X�. , , r z h�a hw. 5?+fi u �1?� w ` is §£�L„'x 44 ��w,�c CITY OF OAK PARK HEIGHTS WASHINGTON COUN'T'Y STATE OF MINNESOTA MINOR SUBDIVISION PERMIT Date Issued: December 52007 Legal Description: (Washington County Geo. Codes—to be assigned;'>` REGISTERED RLD LAND SU Y'NO 125 Owner: VSSA Boutwells Landing,LLC and VSSA Care Center, LLC Address: 2845 Hamlin Ave.No. Roseville, MN 55113 Applicant: Valley Senior Services Alliance Site Address: Boutwell's Landing Oak Park I-leights MN 55 :.>; Present Zoning District: Permitted uses set forth in Ordinance 401 Section 401.06 1. MINOR SUBDIVISION PERMIT: Property allowed to re-establish boundary lines per Registered Land Survey No. 125 11. Reference Attachment: RLS#125 III. Annual review: Annual review is/is not imposed as a condition of this permit Page 61 of 73 IN WITNESS WHEREOF,the parties have set forth their hands and seals. CITY OF O ' NEIGH . ,. r Date: By I1IA4P -- - - Davi• :eaudet ' o' /.1-•5-'6-7 B ` x:: Date: y :,. ric Johnson ?_ City Adminisfi�'?"`{{;;;. VSSA :•,twells Lancg,LIB • Date: By x:' ` . Mark Meyer,CFI VSSA�`are Cen , LLC Date: r'-'1‘A I r0y r k' .4. Mark Meyer,CFM "::::vv .d•' 4 :.•tiiti.rih. : ............ :S ,, : s . x .%z}.. \2. 4.Page 62 of 73 Page 63 of 73 LEGAL DESCRIPTION REGISTERED LAND SURVEY NO. 125 • � @ AdA r; ,r' 1,e c §4 "Kr -�a '� 'E R " 4 v . M r d c S . Pt , F 7 ,E A 1y ,�..« _ .f a r'4x, a � ^ j�d&t4'A y r "a �kw' 't e o i ''Y s� �° L 44 ttmi 1 ''a ; ,s .wt , .��idAc $ R ^ g, 4�aa: fK � :^nh'',:,,' ,4;4 J: y - ',. a d�t. ,, � ' a Y' Sp $ 4+ r ` � ( z' i. �, �' # t4 i � 4q t x g.'' "t 44j '4a�.',6 x . . tx ' ��! - ' a. r i j x -„ ar r S p r s x 744, G, �$mX "S s 73� ' r 1 �1 ,� r 3 -ar,.a1gr -^ t�S • $ 9"i � � <ty ,. ,0a ..,y ;,1,:.,'4,1,:. t y. y 4,Yei,`.•� it y a ,, " �, �, 6 *'`° y K y;.`,, _? a try s-rk , +'' zd,ti{ q �' `a as x. },"�2. r�tit� '` +,g '..*, f p. k ` , 4 ,t '� ''."4; I4, p '' '' LETTERS OF CREDIT(PLAN A&B) d Z . ., ,�,A„ , $1,315,000&$107,250 , • M1 N NWEST t: 651-454-0004 1150 Yankee Doodle Road {. 65i-454-048i BANK® Eagan, MN 55121 .,f December 4,2007 Irrevocable Letter of Credit No. 401 To: City of Oak Park Heights City Administrator 14169 Oak Park Blvd. Oak Park Heights,MN 55082 Gentlemen: We hereby establish in favor of the City of Oak Pik Heights this Irrevocable Letter of Credit Number 401 for the account of VSSA Care.Center LLC,2845 Hamline Avenue North,Roseville,MN 55113,for Boutwells Lauds .Cale>Center Project, in aggregate amount of one million three hundred fifteen i'thousar d°United States Dollars and no/100, ($1,315,000.00 U SD) This LETTER OF CREDIT shall be..deemedautotiatically renewed without modification for one (1)year from December 4.010q or any extended expiration date unless sixty(60) days or more prior to such date we sh ll notify you by registered or certified mail that we elect not to extend the LET TER eCRE. Ir for any such additional period. Partial drawings permitted<> _: Each draft under this thi.it etiallbf C edit must: 1. Be signed on behalf of the City; 2. Bear on its face the clause"drawn under Minnwest Bank Metro letter of credit number 401 dated December 4,2007; and 3. Be accompanied by a certification signed on behalf of the City of Oak Park Heights that either(i)VSSA Care Center LLC has failed to comply with the terms and conditions of the 2007 Developers Agreement for Main Campus Addition of Care Center Facility, (ii)this letter of Credit will expire within sixty(60) days and this Letter of Credit has not been renewed or replaced as required. Luverne—Downtown I Luverne—Highway 75 I Beaver Creek I Tracy I Slayton I Lake Wilson I Ortonville Redwood Falls—Downtown I Redwood Falls—East I Belview I Danube I Gibbon I Marshall Orton I St. Cloud RSiousterllI Hammond Montevipag ne v73 Montevideo—Highway 7 I Dawson I Champlin I Eagan I I MoneyLine: I-888-616-2265 ( www.minnwestbank.com I Member FDIC The original of the Letter of Credit in NOT required to be presented to draw upon this Letter of Credit. Partial draws are permitted. We hereby engage with drawers and/or bona fide holders that drafts drawn and negotiated in conformity with the terms of the credit will be duly honored upon presentation. Except as otherwise state herein, this Letter of Credit shall be governed by the most recent version of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 400. Minnwest Bank Metro 4111111If C Cal Christensen Vice President/Commercial, A , r fiii ..........‘..,,:...,...,...c........ 7.,.....:.•::......:.......)).,..„...i.:.:: Page 66 of 73 M I N NVVEST 1150 Yankee Doodle Road t: 651-454-0004 VIAI BANK' Eagan, MN 55121 f: 651-454.-0481 December 4,2007 Irrevocable Letter of Credit No. 402 To: City of Oak Park Heights City Administrator 14169 Oak Park Blvd. Oak Park Heights, MN 55082 Gentlemen: We hereby establish in favor of the City of Oak Park Heights this Irrevocable Letter of Credit Number 402 for the account of VSSA:Car:giCentept.LC,2845 Hamline Avenue North, Roseville, MN 55113,for Boutwellnandint Cafe Center Project, in aggregate amount of one hundred seven thousand t46 hundredfifty United States Dollars and no/100, ($107,250.00 USD). This LETTER OF CREDIT shall; e deemed automatically renewed without modification for one(1)year from December 4', 20$ or any extended expiration date unless sixty(60) days or more prior to such date Beall notify you by registered or certified mail that we elect not to extend the LETTER OF" .RODIT for any such additional period. Partial drawings permitf Each draft under tbi8 Letter of redit must: 1. Be signedo behalf of the City; 2. Bear on its face the clause "drawn under Minnwest Bank Metro letter of credit number 402 dated December 4, 2007; and 3. Be accompanied by a certification signed on behalf of the City of Oak Park Heights that either(i)VSSA Care Center LLC has failed to comply with the terms and conditions of the 2007 Developers Agreement for Main Campus Addition of Care Center Facility, (ii)this letter of Credit will expire within sixty (60)days and this Letter of Credit has not been renewed or replaced as required. Luverne—Downtown I Luverne—Highway 75 I Beaver Creek I Tracy ( Slayton J Lake Wilson I Ortonville Redwood Falls—Downtown I Redwood Falls—East E Belview I Danube I Gibbon I Marshall I Morton I St. Cloud I Rochester ( Hammond Montevikige.)67nirrft Montevideo--Highway 7 I Dawson I Champlin I Eagan M Minnetonka I Sioux Falls I Sioux Falls—East MoneyLine: 1-888-616-2265 j www.minnwestbank.com I Member FDIC The original of the Letter of Credit in NOT required to be presented to draw upon this Letter of Credit. Partial draws are permitted. We hereby engage with drawers and/or bona fide holders that drafts drawn and negotiated in conformity with the terms of the credit will be duly honored upon presentation. Except as otherwise state herein,this Letter of Credit shall be governed by the most recent version of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 400. Minnwest Bank Metro ......... "" •".„ ........... ......,..... Cal Christensen Vice President ommercial loan.Of eer Page 68 of 73 • i �.' .fir toa w. a 'S' h � k & ? " t?� _ ' i a S°°V.W?q� + • f RNdr��t� aft n • 5 • � � � f A � � Oda <�.n w M �„ �'' �` •" ¢y COPY OF$5,000 ESCROW CHECK it t p. 5, YFk '1 4 p ' 200.R.64......w....:41.:::::ii.:.:Ivi::::';::,::::.:::::::;::::;111;clii.i.:.:.:.:.i:::.... Presbyterian " Homes & Serv.i.c. .e...s 2845 N.Hamline Avenue,Suite $5,000.00 CITY OF OAK PARK HEIGHTS,PO BOX 2007, 14168 OAK PARK Bli.Xpici.i.l..:,NopeRs:i.00.,:!.:: A Invoice Date Invoice Number Totals PICK): THIS DOCUMENT CONTAIN „Er',I,)t,e,,,MT.,1 C.H IrPiR13.;Np:s."BiOrflir1:?Ep.RitSili.Fi:T32.,)yAw;tp.i.Tt:i.;),I1A.,*kc_t:Wil.A;1.4.1:7;:,....r.."}AriFia:,g,:iii,Ti17.H.,;.,7....11Eii..t:E;5r..;,;712......t,.717.,,itii.:„...irsi."1:"...;:pi,;::::zyt..s.17.1‘;:f.,,i,-p.74.1.,,,,i. n a c � LETTER OF COMMITMENT ON RECORDING ORDER OF ` � DEVELOPMENT AGREEMENT AND P.LL.O.T. FFE&FIRST AMERICAN TITLE q d A3tiS 4 S. * Folz, Freeman, Erickson, Inc. LANDPLANNING • SURVEYING • ENGINEERING I .I!I+-e December 04, 2007 Eric A. Johnson City Administrator City of Oak Park Heights 14168 Oak Park Blvd N. Oak Park Heights,MN 55082 „„{ IF V Folz, Freeman, Erickson, Inc., as a representative of BO[11 WELL, LANDING LLC, will be presenting a REGISTERED LAND SURVEY of Lof ' Blo'l' ` OUTWELLS LANDING to Washington County for recording. :,,; 1 Folz, Freeman, Erickson, Inc. understands that the t' : I Oak Park Heights desires to have a Development Agreement and a Pilot Agreement recorded in the number one(1) and number two(2) positions on the title immediately after, on:*the REGISTERED LAND SURVEY. Folz, Freeman, Erickson, Inc. hereby come:IWO they will present documents for recording in the following order: ND.SCC 1. REGISTERED LA : !Ex' 2. Development Ag em ;;.., '' � 3. Pilot Agreeme ''`:> or Timothy J. / `man, : paves rih t3North,Lake Elmo,MN 55042•Phone:(651)439.8633•Fax:(651)430.9331 • Webtte:www.fire-inc.com Bruce A Pah,LS TlmwLt j F o,LS Todd Brfrbnn,PE 1919-2(701 +Nn Principal 0- ow . AMPA qty.%w.. First American Title Insurance Company National Commercial Services 1900 Midwest Plaza, 801 Nicollet Mall, Minneapolis, MN 55402-2504 (612)305-2044 - Fax(612)305-2029 Linda M.Cross Escrow Manager&Senior Counsel Direct Phone Number;(612)305.2049 Assistant Vice President FAX;(612)305-2029 Imcross @firstam.com December 6, 2007 City of Oak Park Height Attention: Eric Johnson 14168 Oak Park Boulevard Stillwater, MN 55082 Re: Boutwells Care Center Project for Recording Our File No NCS-324692-MPLS Dear Eric: First American Title Insurance Company will be submitt*the following documents from the Boutwells Care Center Project for recording with the Registrar of Titles n the foilring order: 1. Registered Land Survey 2. Development Agreement 3. Pilot Agreement 4. Termination of Cross Easemert peclOationtilehicular Passage) 5. Termination of Cross Easement Declaratipf(Tenant and invitees) 6. Modification and Partial Release of Landfrom Consolidated Amended and Restated Multi-Family Mortgage,Assignment of kivts,Security Agreement and Fixture Financing Statement 7. Termination of UCC Statement 8. Deed from VSSA Bontweiltitanding, LLC t0VSSA Care Center, LLC for Tract A 9. Joint Use Easement and:Maintiance Agreement 10. . Mortgage Please contact me if you have furth'e questions. FIRST AMERICAN TITLE INSURANCE COMPANY Linda M.Cross Escrow Manager&Senior Counsel Assistant Vice President Jdm/12/06/2007 Page 73 of 73 6e 1181881 Receipt#: 56154 AGR $46.00 1111 111 Certified Filed andlor recorded on: 1211112007 4:32 PM ,� ? 1181881 Certificate#: 64778 �, t office of the Registrar of Titles Property Records&Taxpayer Services }fit" EMT to. Washington County,MN �V" eturntY1F.{tIf.ANTl7l-WLS}l.i.F7MAU. Kt�1�dShlnthi(LCount)'li.co(dtr 801 ICO L T PLAZA got NtCOLL[�l MALI, MINNEAPOLIS MN 55402 0,4 AGREEMENT FOR PAYMENT OF CITY / SERVICES 1,7 \freji: Akti AAA 4174- w/ �e ti /�oyP I 45 ec. /2 ol N v N ursi 1\vt .61( A aiter,c7 env(t /1/ 4,41&"all -17 cwt r4 4.411‘ Vvkl, fopraivi► •. ■ AGREEMENT FOR PAYMENT FOR CITY SERVICES THIS AGREEMENT IjOR PAYMENT FOR CITY SERVICES (this "Agreement") was made as of the l {`day of December, 2007 by and between The City of Oak Park Heights, a municipal 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 Company(the "Developers"). WITNESSETH: 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. Representation by 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. (c) The City has been duly authorized to enter into this Agreement and to perform the terms hereof Section.102. Representations by the Developers. The Developers makes the following representations, warranties and covenants: RETURN TO: First American Title Insurance Company ��P�� (JOY) i;,lidwe,e,st Plaza West .--;=-- (JQY 801 Nicollef mail Minneapolis, MN 55402 (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, Exempt Staus, T' .-. Developers shall have the right, at any time, following or during the cot °,tract n „ ,tc. Care Center element of the Development, to apply for exemption for;�.onme or 1V e t r Care2. 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 III PAYMENT FOR CITY SERVICES Section 3.01.. City_Servi.ces. 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"M.unicipal 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 o the amount x d exemption, the would Developers shall make a payment in lieu of taxes to the City equal 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. Section 3.03. Computation of Payment. 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 pi cticable. The computation shall be completed by the City for the rent •ar arch 15 an calculated in accordance section 3.04 and invoiced no later than arch 31.T1 - paym s gall be made in two equal installments due on May 15 and October 15 o •: ,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 payment 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 the market value of the Exempt Property as of January 2 of the year next preceding the year for which the payment an oust is being computed and determine in accordance with the followin r 'ectiou..• 3.0r throng u . . , 1 • a ax rate fort 1e ity •etermme m accor ance with the provisions of Chapter 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 fi-om 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 Exempt Property as of January 2, 2009 shall be as determined by the Washington County Assessor. In the event the Washington County Assessor has noinedetermined a new value foranly given year, the value for such year shall be the value 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, for example, if the Washington County Assessor has determined the market value of the Exempt Property as of January 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 shall be computed with reference to the Assessor January 2, 2009 valuation plus 5% appreciation. if the assessor has not updated the value for more than one year, appreciation for each 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. y Section 3.05. Appeal of Valuation.. The market value of the Exempt Property as determined tby the Washington County Assessor from time to time after the Exempt Property pert is g 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 th o Exempt ptPropert as tit ermine tb such County Assessor, either party may determination and stating its opinion as to the true market value of the Exempt Property. 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 full and impartial appraisal which shall be binding on the parties. If the Developers and the City h i se been unable to agree upon the appointment of a single appraiser within said twenty (20) days,ys> I e h 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"MA.I' and has his or her principal place of business in Washington County, Minnesota. If the objecting party shall fail to designate an 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 »on-objecting party shall fail 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. If the two appraisers fail 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 appointment 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 procedures used in the valuation of real property for purposes of determining ad valorem al pi ,per y taxes 'n Minnesota, which may or may not approximate the actual fair market value , r,erty. In the event the market value of the Exempt Property has not been deter; ned 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 he 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. Section 3.06.. Legislative Changes. In the event the methods and procedures for determining 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 in writing. ARTICLE 1V EMS SERVICES AND 911 CALLS Section 4.01. Emergency Services via Bayport Fire Department. At such time when the Development(defined as the current Boutwells Landing Complex and the Proposed Skilled Care Facility located south of 58th 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 Billing. 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 Chance of Fire/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 EMS service vendor costs. Section 4.04 Disclaimer. While it is anticipated that City rride adequate emergency responses to the Development,the City does not guararay 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, Governing Law. The parties agree that this Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. Section 5.02. Time is of the Essence. Time shall be of the essence of this Agreement. Section 5.03. Counterparts. if this Agreement is executed by any number of counterparts, each which shall be an original,but all of 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 of the 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 of the 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: City of Oak Park Heights City Hall 14168 Oak Park Blvd Oak Park Heights, Minnesota 55082 The Developers: Valley Senior Services Alliance, VSSA Care Center, LLC, VSSA Boutwells Landing, LLC 2845 l-lamline Ave. No. Roseville, MN 55113 or at such address as either party may, from time to time, 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 Uniform 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 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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on or as of the day and year first written above. • , • THE CI -0 -OAK' ARK HEI91S--- 7 ‘ By David : -andel/ . its Ma B . /-7 1./...'. , : — 7/4 Eric)ol son Its?it; Administrator / VALLEY SENIOR SERVICES ALLIANCE, Mark Meyer Its: Chief Financial Officer VSSA, CARL CENTER, LLC Mark Meyer Its: Chief Financial Manager VSSA EOUTWELLS LANDING, LLC Mark Meyer Its: Chief Financial Manager STATE OF MINNESOTA ) ss. COUNTY OF WASHINGTON) On this L'� day of 1)L l,' M\.k c 1 , 2007, before me a Notary Public, within and for said County personally appeared David Beaudet and Eric Johnson, to me 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 Adn:•in .t' V acknowledged said instrument to be the free act and deed of said municipal co1.1301 tiCrn. 1 '� JENNIFER M MOEN ti 1 ti , NOTARY PUBLIC MINNESOTA t :'L/t �....:` " fly Commission Expires Jan.31,2012 ..�:.<..... : '�Notar y Public STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this Lrfji 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. y.t +',.; 'l. P f .'ir @Il•':.a v4�ZJ�t;s .+. .tit T •\ /,i p ; t . ax p Svc 7 r \,, �fdv:v" •s 'd:`. :s.,^;:,t•\'•,'cc•,tL�1rV 4CLVs1f ii Notary Public STATE OF MINNESOTA ) COUNTY OF WASHINGTON))ss. On this i{_ .{-'' day of t.>J_.e r, �_� k, +r.. , 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 instrument was signed and sealed on behalf of said corporation 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. ..\ ( i\ �k f 'Ft 6�' i fie�� 1`�,x -. ':'.I 11...... 03/ , , ,crl� Notary Public 1) STATE OF MINNESOTA ) )ss. COUNTY OF WASHINGTON) On this 0// day of r>0.e..o.,1.L ,,t , 2007, before the a Notary Public, within and for said County personally appeared Mark Meyer, to me personally known, being the Chief Financial Officer of VSSA Boutwells 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 said instrument to be the free act and deed of said Limited Liability Company. c ( ` };I \ II `;, ' e8 Notary Public 1 ■ M AP proved as to form: Ak Mark J Vi rling City Attorney • f This Instrument Drafted By: 1vlark J. Vie•ling EELRG,&LAMMERS, BRIGGS, CKBWOFF VI.ERLING, 1809 Northwestern Avenue Stillwater, Minnesota 550£2 EXHIBIT "A" LEGAL DESCRIPTION TRACT A REG.ISI'ERED LAND SURVEY NO.125 i e 4 EXHIBIT "B" Method of Calculation: 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 land and building) were not exempt from taxation. 111, M lulu 4)+5 mil dN The City estimates the new Valley Senior Service Alliance Ski .e1 Care Center(land and buildipg) to have an appraised market value of$19,093,226. l , Val c, • .xs market value, if taxable, would generate a tax capacity of$381,115. A portion of this tax capacity would be subject 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 pay 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. Based on an estimated market value(EMV) of$19,093,226,the following steps would be utilized to calculate the PILOT payment: Step 1:Calculate the Total Tax.Capacity(ITC): 1.5%x first $150,000 of EMV =$2,250 Plus 2.0% x EMV in excess of$150,000 - $378,865 Equals$381,115 CFTC) Step 2:Calculate the Fiscal Disparity Tax Capacity(FDTC): Result from Step 1 (TTC) Multiplied by 22.1157%(Proposed pay 2008 rate for City of Oak Park Heights) Equals $84,286(FDIC) Step 3: Calculate the Local Tax Capacity(LTC): Result from Step I (TTC)=$381,115 Minus Result from Step 2 (FDTC)=$84,286 Equals $296,829 (LTC) 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) •r t • The PILOT payment identified above includes the taxes that could be generated by the Valley Senior Service Alliance Skilled Care Center if it had an estimated market value 01'1;19.093 226. Furthermore, the payment calculation assumes the proposed 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 be 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 for the City of Oak Park Heights. The PILOT would begin on a timetable based on construction and completion of the Skil ie(, .;- Center. • • , 1, N a) O LL W O - c Co O4er N dW!0) ' c m C N D .0 O '10! N f- -/ C fn $ xo /\ Q O �ufp X ..:4".r.,7 < p O I xxs � p a� IQ .■ m a 50. 00 n O � Y a U7 o `•I Etl � . - 1 A. %.----.) .4..a `fir r U 4 g ,_ - - o .. t . , , VI w ! = t t �� * s * .' ''.# r4 •,' R _. x p M< a •N 1 ♦ `� ` . `' on b 3 r ' . r •• :' ' e. t tp • ir • � rm Y ii z . R^-# . + % 1•w!• my at 'I t. It lb IV tam d. Eric Johnson From: Craig Hinzman [chinzman @ffe-inc.corn] Sent: Monday, December 17, 2007 8:08 AM To: Eric Johnson; mvierling @eckberglammers.coin Cc: joymiller@firstam.corn Subject: FW: BOUTWELL ALTA Eric and Mark, Here are the document numbers for the Boutwell project. Thanks Joyce From: Miller, Joyce [mailto:joymiller @firstam.corn] Sent: Friday, December 14, 2007 2:04 PM To: Cross, Linda M; chinzman @ffe-inc.com Subject: RE: BOUTWELL ALTA Craig Listed below are the document numbers for the recording on Boutwell Alta: Registered Land Survey, Doc. # 1181876 Development Agreement, Doc. # 1181880 Pilot Agreement, Doc. # 1181881 Term of Cross Easement, Doc. # 1181882 Term of Cross Easement. Doc. # 1181883 Modification & Park Release, Doc. # 1181884 Deed, Doc. # 1181885 Joint Use Easement, Doc. # 1181886 Mortgage, Doc. # 1181887 Thanks Joyce Sims Assistant Escrow Officer 12/17/2007 Page 1of3 Page 2 of 3 :ale:. First American First American Title Insurance Company National Commercial Services 1900 Midwest Plaza West Minneapolis, MN 55402 www.firstam.com/ncs I NYSE:FAF Tel: 612.305.2041 Fax: 612.305.2029 Email:joymiller @firstam.com From: Cross, Linda M Sent: Friday, December 14, 2007 1:31 PM To: 'chinzman @ffe-inc.com' Cc: Miller,Joyce Subject: RE: BOUTWELL ALTA Craig, I cannot issue the final policy until the recorded documents come back from the county. I am out of the office today. Joyce Miller of my office will see if recording information is available and forward the recording document number of all of the documents recorded, if available. Linda Linda M. Cross, Esq. Escrow Manager&Senior Counsel Assistant Vice President First American Title Insurance Company 1900 Midwest Plaza 801 Nicollet Mall Minneapolis MN 55402 lmcross @iirstam_.com TEL: 612-305-2044 12/17/2007 Page 3 of 3 FAX: 612-305-2029 Main: 612-305-2000 Toll Free: 800-688-6325 From: Craig Hinzman [mailto:chinzman @ffe-inc.com] Sent: Thursday, December 13, 2007 8:58 AM To: Cross, Linda M Subject: BOUTWELL ALTA Linda, I understand the RLS was recorded Tuesday, December 11, 2007 as Document No. 1181876. Is this correct? I need to reference this on the survey. We can issue the final ALTA/ACSM once we have the Date of Policy. Policy No.: NCS-324692-MPLS. On the copy I have there is no date. I looked at the Eagleprosupport website, but could not find the final policy. Only the Commitment, dated October 22nd, 2007 is listed. Is this something I can get from you? Thank you, Craig Additionally, Eric Johnson is inquiring about the document numbers for the Development Agreement and Pilot Agreement. If you have them great, otherwise I can get them from the Registrars Office, Craig W.Hinzman,LS Folz,Freeman,Erickson,Inc. 12445 55th Street North Lake Elmo,MN 55042 Phone 651-439-8833 Fax 651-430-9331 12/17/2007 e' City of Oak Park Heights 14168 Oak Park Blvd. N•Box 2007•Oak Park Heights,MN 55082•Phone(651)439-4439•Fax(651)439-0574 December 13,2007 Ms. Janna R.Severance Legal Counsel Presbyterian Homes &Services 2845 Hamline Ave. North Roseville, MN 55113 RE: DA/ PILOT Revisions-(Main Campus Addition of Care Center Facility) Dear Ms.Severance: I am in receipt of your letter of December 7th,2007 where you request that the City agree to amend the documents that would release Boutwell's Landing,LLC from the agreements as executed on Dec 5th, 2007; leaving only VSSA Care Center, LLC. At this time the City must decline such request. However,at such time when the facility and all related elements are completed the City may reconsider this request.At such time the completion will include the County's acknowledgement and processing of the R.L.S. thereby actually creating se••rate parcels. Please let me know if you • - • y questions. -r: 'c Jo nson Ci, •ministrator Cc: Allen Black Mark Vierling