HomeMy WebLinkAbout2012-06 Approving a Mememorandum of Understanding between Vail Valley Medical Center, the Steadman Clinic Professional LLC and Triumph Vail MOB LLCRESOLUTION NO. 6
Series of 2012
A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING
REGARDING THE DEVELOPMENT OF MEDICAL OFFICE BUILDING AND
MUNICIPAL CENTER BETWEEN THE TOWN OF VAIL, VAIL VALLEY MEDICAL
CENTER, THE STEADMAN CLINIC PROFESSIONAL LLC AND TRIUMPH VAIL MOB
LLC; AND SETTING FORTH DETAILS IN REGARD THERETO.
WHEREAS, the Town of Vail (the "Town "), in the County of Eagle and State of
Colorado is a home rule municipal corporation duly organized and existing under the
laws of the State of Colorado and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council ") have
been duly elected and qualified;
WHEREAS, the Town, Vail Valley Medical Center ( "WMC "), the Steadman Clinic
Professional LLC ( "SC ") and Triumph Vail MOB LLC ( "Developer") wish to enter into a
Memorandum of Understanding ( "MOU ") setting forth the basic terms of the agreements
to be negotiated among and entered into between the parties in order to enable the
redevelopment of the tract of land located at 75 S. Frontage Rd. in the Town of Vail
( "Property "); and
WHEREAS, the Council's approval of Resolution No. 6, Series 2012, is required
to enter into an MOU.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves and authorizes the Town Manager
to enter into the MOU with the WMC, SC and Developer outlining the basic terms of the
agreements to be negotiated among and entered into be the parties in order to enable
the redevelopment of the tract of land located at 75 S. Frontage Rd. in the Town of Vail
in substantially the same form as attached hereto as Exhibit A and in a form approved
by the Town Attorney.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Vail held this 17 day of January, 2012.
ndrew Daly
Town Mayor
A
(�o4rd.WilDonaldson, r� e t Town Clerk
•
Resolution No.6, Series 2012
:SEAL:
�LORt'XO
DRAFT 1/12/12
MEMORANDUM OF UNDERSTANDING
DEVELOPMENT OF MEDICAL OFFICE BUILDING AND MUNICIPAL CENTER
75 S. FRONTAGE ROAD, VAIL, COLORADO
THIS MEMORANDUM OF UNDERSTANDING (this "Memorandum ") is made and
entered into effective as of January , 2012, by and among (i) THE TOWN OF VAIL,
COLORADO ( "TOV "); (ii) VAIL CLINIC, INC., d /b /a VAIL VALLEY MEDICAL
CENTER ( "VVMC "); (iii) THE STEADMAN CLINIC, PROFESSIONAL LLC ( "SC "); and
(iv) TRIUMPH VAIL MOB, LLC ( "Developer ") (TOV, VVMC, SC and Developer are
hereinafter sometimes referred to collectively as the "parties ").
BACKGROUND STATEMENT
This Memorandum sets forth the understanding of the parties and the basic terms of the
agreements to be negotiated among and entered into by the parties in order to enable the
redevelopment of the tract of land located at 75 S. Frontage Road in the Town of Vail, Colorado
(the "Property "), which is currently occupied by the Town of Vail Municipal Center and owned
by the TOV.
The parties acknowledge that this Memorandum is intended as a non - binding statement
of intent, that all agreements and understandings among the parties are to be memorialized in a
definitive set of transaction documents (the "Definitive Agreements "), and that the failure of the
parties to reach agreement on the terms of, or enter into, the Definitive Agreements for any
reason or no reason will not give rise to any rights or remedies to any of the parties hereto.
1. The Project TOV, VVMC, and SC have determined that it is in the respective best
interests of these organizations and entities, and in the best interests of the populations they
serve, that the western portion of the Property (the "MOB Parcel ") be redeveloped for use as a
medical office building (the "MOB ") containing approximately 56,000 gross square feet of
space for office, lab, and other ancillary uses, with a sky bridge connecting the MOB to the Vail
Valley Medical Center, and with underground parking to be used in common with the "New
Municipal Center Building" (defined below), which will occupy the eastern portion of the
Property (the "Municipal Center Parcel "), such parking spaces to be made available to each
party on the basis of the zoning requirements for the respective uses as well as total parking
demand for such uses as determined by an independent third -party parking consultant and
subject to the reasonable approval of VVMC, SC and the TOV. The allocation of the Parking
Facilities between the MOB Parcel and the Municipal Center Parcel shall be completed as part of
obtaining governmental approvals for the Project. Attached hereto as Exhibit A is a conceptual
plan depicting the approximate footprints of the MOB and a new Municipal Center building
currently contemplated for redevelopment by the TOV (the "New Municipal Center
Building "), as well as the approximate location of the subdivision line that will divide the MOB
Parcel from the Municipal Center Parcel. The portion of the project (the "Project ") that is the
subject of this Memorandum includes the design, approval, development and construction of the
parking facilities to be shared as stated above, comprising not less than two hundred (200)
surface and underground parking spaces, or such greater number of parking spaces as may be
required by zoning requirements (taking into account any variances that Developer obtains for
the Project subject to VVMC's and SC's approval) (the "Parking Facilities ") and the "TOV Pad
Site" (defined below). The parties intend that the Parking Facilities, and the "TOV Pad Site"
(defined below) will be developed and constructed in accordance with the Development
Schedule attached hereto as Exhibit B and in accordance with plans and specifications approved
by VVMC, SC and the TOV. With the exception of the Parking Facilities, the Project at this
time expressly does not include the design, approval, development or construction of the New
Municipal Center Building or other above -grade improvements on the Municipal Center Parcel;
provided that it is understood and agreed that neither VVMC nor SC object to the expansion of
the scope of the Project so as to include the construction of the New Municipal Center Building,
and that Developer, VVMC, and SC will cooperate as may reasonably be required with the TOV
and any developer selected by the TOV (including Developer) if, as and when agreements are
reached for construction of the New Municipal Center Building; provided further, that all costs
and expenses associated with the New Municipal Center Building or other improvements on the
Municipal Center Parcel, other than the Parking Facilities, shall be at the sole cost and expense
of the Developer or the TOV. Notwithstanding the foregoing, it is agreed that, as part of the
Project, Developer will provide the TOV with a building pad site on the Municipal Center Parcel
(the "TOV Pad Site "), at the Developer's or the TOV's sole cost and expense. It is further
acknowledged that, in connection with the development of the Project, the helipad currently
located on the Property will be relocated off -site, at the far eastern end of Ford Park parking lot,
to include necessary parking, fencing, finishing of the pad site, and provision of electric power
and lighting. The planning and construction of such new helipad site is not a part of the Project
described herein, shall be the sole responsibility of VVMC, and shall be carried out at its
direction and at its sole cost and expense.
2. Purchase and Sale of the MOB Parcel The TOV hereby agrees to subdivide the
Property of record into two parcels, identified above as the MOB Parcel and the Municipal
Center Parcel, and to sell and convey the MOB Parcel to VVMC and SC or their wholly -owned
affiliate (the "Land Purchaser ") in fee simple at the time of closing on a construction loan for
the Project by Developer ( "Closing "). The TOV and the Land Purchaser will enter into a
contract for the sale of the MOB Parcel by the TOV to the Land Purchaser simultaneously with
Developer's entering into separate purchase and sale agreements with, respectively, VVMC and
SC for their purchase from Developer of condominium units to be created as part of the
development of the MOB Parcel. The purchase price for the MOB Parcel (the "MOB Parcel
Purchase Price ") will be FIVE MILLION DOLLARS ($5,000,000.00), which will be payable
in full in cash at Closing. At Closing, the TOV, the Developer, and the Developer's construction
lender shall enter into an escrow agreement governing the deposit for the TOV Project Costs
(defined below), which proceeds shall be disbursed for those Project costs for which the TOV
shall be responsible (the "TOV Project Costs "), which are: (i) soft costs directly attributable to
the TOV; plus (ii) the hard costs of developing and constructing the TOV Pad Site, including
landscaping and all other associated site improvements; l�us (iii) a portion of (A)
predevelopment Project soft costs and (B) a portion of all hard and soft costs to be incurred in
construction of required Frontage Road and other off -site improvements, which portion shall be
equal to a fraction, the numerator of which is the square footage of the New Municipal Center
Building, and the denominator of which is the aggregate square footage of the New Municipal
Center Building and the MOB; plus (iv) a portion of all hard and soft costs incurred in
connection with the Parking Facilities, which portion shall be equal to a fraction, the numerator
of which is the number of parking spaces allocated to the TOV, as determined under Section 1
above, and the denominator of which is the aggregate number of parking spaces to be
constructed by Developer as part of the Project; l�us (v) a development fee to be negotiated
between the TOV and the Developer. The TOV shall be permitted to participate in the bidding
process for the construction of the Parking Facilities and the TOV Pad Site. The contract with
the general contractor shall require a payment and performance bond.
3. Development of the MOB The TOV will provide such access and temporary
construction easements on and across the Property as shall be necessary for construction of the
MOB and the Parking Facilities, preparation of the TOV Pad Site, and landscaping associated
with the Project. The TOV will be solely responsible for necessary relocation of governmental
functions during the process of construction and for the payment of all costs and expenses related
thereto. The TOV agrees to act as applicant on all Colorado Department of Transportation
( "CDOT ") applications, and will act diligently to facilitate, as necessary, all interactions with
CDOT. Acknowledging the integrated uses contemplated for the Property, the parties and the
TOV will enter into a reciprocal easements and operating agreements with respect to the Parking
Facilities, such permanent access and utility easements as may be necessary for the uses
contemplated hereby, and to provide for the ongoing maintenance and repair of shared
infrastructure, and the funding thereof. The parties shall agree upon a term sheet outlining the
materials terms of such easements and operating agreements prior to the Developer, VVMC and
SC signing the purchase and sale agreements for the condominium units to be created as part of
the development of the MOB Parcel, with the final forms of such documents to be agreed upon
and executed prior to commencement of construction of the Project.
4. General Provisions
4.1 This Memorandum is intended for the exclusive benefit of the parties hereto and
their respective successors and assigns, and nothing contained in this Memorandum shall be
construed as creating any rights or benefits in or to any third party, and shall not be enforceable
by any third party.
4.2 This Memorandum and the rights and obligations of the parties hereunder shall be
construed in accordance with the and governed by the internal laws of the State of Colorado
without giving effect to the conflict of laws principles thereof.
4.3 Following the execution of this Memorandum, the parties shall negotiate
concerning the terms of the Definitive Agreements. The parties acknowledge that if they fail
finally to agree on the terms of Definitive Agreements, such failure will not give rise to any
rights or remedies to any of the parties hereto.
4.4 This Memorandum may be executed in one or more counterparts.
4.5 This Memorandum may not be amended or modified except in writing signed by
the parties hereto.
4.6 The parties acknowledge and agree that this Memorandum is not intended to, nor
shall it, create any partnership or joint venture between or among any of the parties hereto.
4.7 Neither this Memorandum, nor any of the rights or obligations of the parties
hereto, shall be assigned by any party without the written consent of the others.
4.8 The TOV, its officers, and its employees, are relying on, and do not waive or
intend to waive by any provision of this memorandum, the monetary limitations (presently one
hundred fifty thousand dollars ($150,000) per person and six hundred thousand dollars
($600,000) per occurrence) or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended, or otherwise
available to the TOV and its officers or employees.
4.9 Consistent with Article X, § 20 of the Colorado Constitution, any financial
obligation of the TOV not performed during the current fiscal year are subject to annual
appropriation, and thus any obligations of the TOV hereunder shall extend only to monies
currently appropriated and shall not constitute a mandatory charge, requirement, debt or liability
beyond the current fiscal year.
4.10 Land Use Applications. All parties to this Memorandum understand and
acknowledge that, when reviewing land use applications, the TOV acts in a quasi-judicial
capacity. Notwithstanding any other provision of this Memorandum, nothing in this
Memorandum shall constitute an obligation by the TOV to make any particular decision on any
land use application that may come before the TOV relating to the Project, and nothing in this
Memorandum shall imply that the TOV has pre judged any such application. The TOV will
review all land use applications relating to the Project in compliance with the Vail Town Code
and other applicable law.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first written above.
VAIL CLINIC, INC., d/b /a VAIL VALLEY
MEDICAL CENTER
By:
Doris Kirchner, President & CEO
THE STEADMAN CLINIC, PROFESSIONAL
LLC
Lyon Steadman, CEO
THE TOWN OF VAIL
Stan Zemler, Town Manager
L
TRIUMPH VAIL MOB, LLC
L-
Steve Virostek, Member
Exhibit A
Conceptual Site Plan
See attached.
Exhibit B
— Deal MOU Negotiation
— Design Development
— Final Legal Doc Prep
— Town of Vail Entitlement
— Construction Documents
— Formal CDOT Approval
— Construction Start
Development Schedule
Dec -2011 to Jan -2012 (2 months)
Feb -2012 to Mar -2012 (2 months)
Feb -2012 to Mar -2012 (2 months)
Apr -2012 to Jul -2012 (4 months)
Aug -2012 to Dec -2012 (5 months)
Sep -2012 to Apr -2013 (8 months)
May -2013 to Jan -2015 (21 months)