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Rosauers Supermarkets/Redevelopment Proposal for Daley FieldREDEVELOPMENT PROPOSAL for DALEY FIELD Kalispell, Montana Presented by: Rosauers Supermarkets, Inc. West 1815 Garland Avenue Spokane, Washington 99209 August 12, 1997 10SAUE&S EMPLOYEE OWNED SUPERMARKETS August 11, 1997 Mr. Clarence W. Krepps City Manager The City of Kalispell P.O. Box 1997 Kalispell, MT 59903-1997 Re: Daley Field Redevelopment Opportunity Dear Mr. Krepps: Rosauers is pleased to provide the accompanying Offer package on the Daley Field site. We have been serving the south Kalispell and north lake communities for nearly 30 years and look forward to many more. With our existing store's lease expiring soon, and site constraints thereon, we cannot expand at that location. The timing of your Offering and the potential that Daley Field presents as a retail location are outstanding. The site provides us an opportunity to build a 50,000 square foot Rosauers Food and Drug store to take the place of our existing facility. We have the ability to build an optimal size store allowing us to provide our full line of services and offer customer selection from more than 40,000 individual products. Daley Field offers a unique opportunity for the City of Kalispell to facilitate a full site community retail center. While we are looking specifically to an approximate 5+ acre site, the site lays out well for many other retail users to join us. We look forward to working with the City and other interested tenants in fulfilling this vision. In doing so, we both win. We look forward to the City's decision to accept our Offer and welcome the opportunity to work with you towards a quick closing on this parcel. Sincerely, Larry D. Geller President/CEO LDG/cg Rosauers Supermarkets, Inc. West 1815 Garland, Mailing Address PO Box 9000, Spokane, Washington 99209-9000 e 509 / 326-8900 - FAX 509 / 328-2483 Table of Contents Executive Summary ......................... Page 1 The Offer ................................. Page 2 Tax and Economic Impact .................... Page 4 The Proposed Development ................... Page 6 The Development Team ...................... Page 8 Appendix: Artist Rendering of Similar Rosauers Grocery Store ... Page 11 Preliminary Site Plan ....................... Page 12 Redevelopment Proposal August, 1997 Daley Field Page ii UP .r EXECUTIVE SUMMARY Having served greater Kalispell for nearly 30 years, Rosauers Supermarkets, Inc. is proud to renew our commitment to providing the south Kalispell and north lake residents with the quality products and service they have come to expect from us. Our existing lease expires in the year 2000, and due to site constraints, we cannot expand at that location. However, the timing of the Daley Field offering works well in providing us the opportunity to build a new, larger facility that will take the place of our existing store. The Daley Field site offers great potential not only for Rosauers, but for the City, its residents, and the tourist trade. With Rosauers as the anchor tenant, there is a very real opportunity for the entire Daley Field site to be developed as a good sized neighborhood retail center. This certainly would be the highest and best use of the site, maximizing not only property values and related ad valorem tax revenues, but also bringing many new jobs, providing economic enhancement and increased vitality to the south Kalispell area, and creating an attractive "gateway" at the City's south entrance. As set forth herein, we want to acquire somewhere between 5 1/4 and 5 3/4 acres of the Daley Field site, on which we will build a new 50,000 square foot Rosauers Food and Drug Store. We are offering to pay a fair price, a minimum of $743,311, and will pay all cash at the time of closing. Our schematic site and store designs are based on providing impetus to a "full site" neighborhood retail center. We offer to work on a proactive basis with the City and adjoining property owners in an effort to maximize the site's potential through possible in -line construction and joint use agreements. Our construction schedule will coincide with the current timing of the Highway 93 and Third Avenue projects. While we cannot commit to a formal store design or construction method at this time, we can assure the City that it will be of first class design, workmanship, and materials. Both Rosauers and the City should be proud to have it as the centerpiece of this exciting development. Redevelopment Proposal August, 1997 Daley Field Page 1 THE OFFER Purchaser A to -be -formed Montana Limited Liability Company, whose initial primary member will be Rosauers Supermarkets, Inc. Site Not less than 5.25 acres (228,711 square feet) and not more than 5.75 acres, beginning at the centerline of the new Third Avenue East extension ("New Private Lane") onto the property and continuing south until adequate site area is achieved. The east and west property lines will be the Highway 93 frontage and airport property line, respectively. Offer Price Minimum price of $743,311 for the 5.25 acres, plus $3.25 for each additional square foot as determined by survey of the final site configuration. Terms Payable ALL CASH AT CLOSING, including the $37,166 in Earnest Money paid herewith. In the event this Offer is not accepted, or the conditions required herein are not met, said Earnest Money shall be returned to Purchaser. It is the preference of the Purchaser that, during the pendency of this transaction, the Earnest Money be placed in an interest -bearing account, with any interest thereon accruing to the benefit of the party entitled to the Earnest Money. Redevelopment Proposal August, 1997 Daley Field Page 2 Conditions Pre -Closing Items Completion as soon as possible of mutually acceptable Developer Agreement with the City of Kalispell, specifying all things necessary for us to determine our final development plan, including, but not limited to, such items as code requirements, utilities (including sanitary and storm sewer requirements), environmental review, setbacks, stoplight, etc. Purchaser shall enter into a satisfactory joint use agreement with the property owner to the north of the our proposed site as it relates to the New Private Lane and its shared access, maintenance, parking, and other related items. Other Items Provided Third Avenue is realigned and the new Third Avenue stoplight is in place (or the City's assurance that it will be in place by June, 2000), Purchaser will begin construction in the Fall of 1999, with opening scheduled for June or July of 2000. However, the new stoplight must be assured to be in place before construction will commence. At closing, the City will record a "restrictive covenant" on the balance of the Daley Field site that prohibits the sale, lease, development, and/or operation of any competing grocery store and/or pharmacy. This restrictive covenant shall expire if Rosauers is not in operation by January 1, 2001, or one year from the date of completion of the Third Avenue realignment and new Third Avenue stoplight, whichever is later. Purchaser shall not be subject to any future assessments for the new Third Avenue realignment and stoplight, the proposed new stoplight at the south end of the Daley Field site (Kelly Road), the costs associated with the widening of Highway 93, or any storm sewer costs of the State or the City. If the New Private Lane has not been improved prior to the time of the Rosauers development, Purchaser will agree to pave and curb it as a cost of our development. Subject to the use and configuration of the development to the immediate south of our site, Purchaser will allow cross -over ingress and egress for the convenience of each others customers. Purchaser will allow the use of our site by the City as a ball field for the 1998 season provided City will indemnify Purchaser from any liability. Closing Items Rosauers is prepared to close this transaction within 15 days from the date that the above Conditions have been resolved in writing between the parties. We recognize the City's desire to close a transaction as soon as possible and are prepared to work diligently towards this goal. Redevelopment Proposal August, 1997 Daley Field Page 3 TAX AND ECONOMIC IMPACT While the proposed development of the Rosauers grocery store takes maximum advantage of the highest and best use for that specific parcel, the remaining balance of the site should inure benefit from the "draw" that our development will bring to the location. Other retailers generally congregate around such anchor tenants, and thus the balance of the site should tend toward retail as well. This type of higher density retail is a large contributor of income to local municipalities in many ways. The City of Kalispell will benefit not only from the additional ad valorem taxes generated directly by such retail development, but the whole south end market should be re -energized, overall property values should increase, and more jobs will be produced than would be the case with a lesser development. As proposed, the subject development will be a substantial contributor of ad valorem taxes for the tax increment district. We calculate the first year taxes due as being $142,757, as follows: Market Value - Land $ 800,000 Market Value - Improvements 3,200,000 TOTAL MARKET VALUE $4,000,000 Class Four Classification x .0386 TAXABLE VALUE $ 154,400 Market Value - Personal Property $2,000,000 Class 8 Classification x .08 TAXABLE VALUE $ 120,000 TOTAL MARKET VALUE $ 274,400 Combined Mill Levy 1996 x .520252 AD VALOREM TAX DUE 1996 $ 142,757 Redevelopment Proposal August, 1997 Daley Field Page 4 The new, larger Rosauers store as proposed for the site is expected to employ a total of 95 people, which is 26 more than work at our current store. It is expected that all existing employees will work at the new store when it opens. With this as the "anchor" development for the entire Daley Field site, the City stands to further gain significant net benefit in employment, both directly and indirectly, as other retailers join us at the site to offer the products and services needed by the south Kalispell and north lake communities. Since Rosauers only leases, and does not own their current store location, no commitments can be made to the future of that location. While it has served Rosauers and its Kalispell customers well over the past many years, the building is too small to provide the optimum level of service and products to meet our current customer demands. It is, however, in a very good location and the building configuration should be attractive to other retailers and business users. Upon Rosauers' lease expiration, it is very likely that a new tenant, or tenants, will be found and the building updated and improved to accommodate the new use. Not only will there be additional new ad valorem taxes generated by this, but there should be additional employment for the area. In essence, the City stands to win "twice" through the benefits of our Offer. Redevelopment Proposal August, 1997 Daley Field Page 5 THE PROPOSED DEVELOPMENT Rather than consider only our own best interest in site and store design, we have attempted to create the potential for increased value and economic enhancements for the entire Daley Field site. We feel south Kalispell is at a critical point in its development future. With a Rosauers super market as the anchor tenant, there is an opportunity for the development of a contiguous 15.6 acre community retail center. The City is in a good position to take maximum advantage of the parcel's potential for highest and best use, related ad valorem taxes, new jobs, and participate in the creation of an attractive property that will enhance the south entrance to the City. As designed and further set forth herein, we have set up our store to be the anchor tenant in a potential "full site" retail development. While we are not in a position to take down any additional land on a speculative basis, we trust at e City wi have the foresight to consider h----best �nage the sale of the remain to in a way that takes advantage of the 0pporturu y presented through thus Offer. --- The new Rosauers Food and Drug Store proposed for the Daley Field site will be very similar and resemble the existing Rosauers super stores in Missoula, Lewiston, and Spokane. All of these stores offer our customers excellent service and product selection at competitive prices in a clean, contemporary store environment. Our new store will be approximately 50,000 square feet in size, which is about 38% larger than our current store in Kalispell. It will feature a number of departments: • The Deli/Bistro will be larger than most and offer a wide selection of hot and cold foods prepared in the store for take-out or consumption in a large dining area. • The Bakery will offer a tempting selection of products made from scratch. We will also sell locally produced specialty products such as bagels and European crusty breads. Redevelopment Proposal August, 1997 Daley Field Page 6 • Our Meat Department will offer USDA Choice meats and the best of seafood, both at our Self -Service and Service Meat counters. • Rosauers' Produce Departments are recognized for excellence of quality, selection, service, and price. • The Pharmacy will continue to provide professional counseling with every prescription. • Our Grocery and General Merchandise Departments offer an amazing variety of products. There will be approximately 40,000 different products in the store to choose from. • Rosauers was among the first supermarkets in the nation to any themselves with boutique tenants such as banks, video rentals, espresso bars, etc. We will seek quality tenants to provide such extra services to our Kalispell customers. Some of the major areas of construction, and description of what will be provided within our store, are as follows: • The building exteriors will be of contemporary style, similar to the enclosed architectural rendering of another Rosauers store. Because of the site configuration, the store will need two "fronts," one towards Highway 93 and the other to the north. There will likely be two entrances to the store, both emphasizing the northeast corner. • Exterior walls will be one of three systems, depending on local market availabilities and seasonal factors: ✓ Sand -textured stucco on a light metal system. ✓ Tilt -up concrete with a smooth finish. ✓ Broken -faced concrete masonry. • It is anticipated the exterior color will be off-white, with an accent banding. Metal roofing and wall copings will also be an accent color, probably a "brick red" color as used in many Rosauers locations. • Building signage will be similar to that on our existing Kalispell store. • Building illumination will be limited to pathways and/or landscape lighting and entrances. Parking lot lighting will be contemporary pole -mounted metal halide fixtures. • The roof system will consist of a mechanically attached, non -reflective EPDM membrane on metal decking with steel bar joists and truss girders. Redevelopment Proposal August, 1997 Daley Field Page 7 THE DEVELOPMENT TEAM The proposed development will involve three entities: Rosauers Supermarkets, Inc. - Rosauers will lease the property pursuant to a long term lease from the ownership entity, a to -be -formed Limited Liability Company ("LLC"). The minimum lease term will be 20 years, with extension options available beyond the minimum term. Rosauers will fixture the store, provide inventory, maintain the premises, and operate the 50,000 square foot facility. Kiemle & Hagood Company - Kiemle & Hagood will manage the development of the property, and arrange and sponsor the investment group which will develop and own the property through the LLC. Ownership LLC - This entity will acquire the Daley Field land from the City, and enter into a long-term development and lease agreement with Rosauers for the improved property. Initially, Rosauers will be the primary LLC member. However, as we prepare for construction, a number of individual investors will replace Rosauers as the LLC members. The same parties and a similar structured relationship was recently used to develop a like -sized Rosauers store in Lewiston, Idaho. Based on the mutual success of that project, Kiemle & Hagood Company has become the developer of choice for Rosauers. Both parties look forward to continuing their successful track record with the new store in Kalispell. Rosauers Supermarkets, Inc. is a regional supermarket chain, headquartered in Spokane, with 18 stores located in Washington, Oregon, Idaho, and Montana. We operate supermarkets under three different banners - Rosauers Food and Drug (14 stores - conventional), Super 1 Foods (2 stores - warehouse hybrid), and Huckleberry's Fresh Markets ( 2 stores - natural foods). We have been providing service to the Kalispell market for 30 years, having opened our store there in September of 1967. Redevelopment Proposal August, 1997 Daley Field Page 8 The company was founded and incorporated in 1949 by Mert Rosauer. We are proud to be among the top three supermarkets, in terms of market share, in each of the markets where we do business. Our principal competitors are the national chains, namely Safeway and Alberstons. We employ approximately 1,600 full- and part-time employees throughout our system. In July, 1990, Rosauers management and an employee stock ownership plan (ESOP) purchased 15 stores from URM, a grocery wholesaler, for $25.5 million in a stock transaction. (URM had previously purchased the stores from Mert Rosauer.) Since then, the company has built one new store, and acquired two new stores, to bring the total number of stores under ownership to 18. Thirty three members of Rosauers management own common stock in the company representing 17% of the outstanding shares. The ESOP owns the remaining 83%. All employees took an average 10% reduction in their wages over the repayment term of the initial acquisition loan. We are proud to report that all wages have recently returned to local market rates as the original loan was repaid in full on March 31, 1997. Our conventional and warehouse stores range in size from 30,000 to 60,000 square feet, and average 45,000 square feet. Approximately 65% of our store area is devoted to sales area, with the balance used for inventory storage and mechanical needs. These stores offer a full line of groceries, meats, produce, dairy, general merchandise, delicatessens, scratch bakeries, and pharmacies. All but two of these stores have a full service pharmacy, five have a full service restaurant, seven have an in-store bank, and many have contract post offices and espresso bars. The two natural foods stores have all of the same departments but feature organic produce and grocery products, hormone -free meats, and health and beauty products made from natural ingredients without animal testing. All of our stores are modern, well maintained, and carry more variety and higher quality merchandise than the competition. All stores have ATM's and also accept credit or debit cards through our checkstands. Half of the stores are open 24 hours a day, while the others are open from 6 am to midnight, seven days a week. Each is equipped with electronic scanning registers which communicate daily with the company's IBM AS400 computer. Kiemle & Hagood Company, also located in Spokane, is one of the Inland Northwest's leading full service commercial real estate companies, specializing in the management, leasing, selling, counseling, and development of commercial, multi -family, and industrial properties. The company's corporate staff of 55 professionals includes CPMs, CCIMs, CPAs, an SIOR, and a highly efficient and talented support staff. At present, they manage in excess of two million square feet of commercial, office, and industrial properties and over 2,600 apartment units in the greater Spokane area. In addition, they have continuously been a sale volume leader within their market area. In 1993, Kiemle & Hagood Company developed a new store for Rosauers in Lewiston, Idaho. The successful relationship created by that venture resulted in Kiemle & Hagood Redevelopment Proposal August, 1997 Daley Field Page 9 becoming Rosauers preferred developer for their stores. The subject transaction will be structured along the same lines as the Lewiston project. Other recognizable developments completed by Kiemle & Hagood Company include Itron Corporation's World Headquarters, Deaconess Medical Buildings No. 1 and 2, North Spokane Financial Center, CXT Paver Plant, and Northpointe Medical Park. Major management properties include Washington Mutual Financial Center, US Bank Building, Paulsen Buildings, North 9 Post Building, the Sacred Heart Medical Center Buildings, Holy Family Medical Building, and the Episcopal Diocese housing projects throughout the area. Major lease/sale projects include the Itron Headquarters, Seafirst Bank Credit Card Facility, the Spokane Boeing site, SAFECO Insurance site, the Flour Mill, US Bank Building (twice), and the Washington Mutual Financial Center. Redevelopment Proposal August, 1997 Daley Field Page 10 i.J i t YNtl1NOW '113d51'ItlM /:••� N _ d �� OMl 3W3HOS, S83nvso8 °�r I �1 1 I I rn r" t m z a ' a w F— U) 0 LU to O a O a