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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)