HomeMy WebLinkAboutC06-334
MEMORANDUM OF UNDERSTANDING
THIS ~DUM OF UNDERSTANDING is made and entered into effective
of the ,. } day of X('}vet,,),~.c, 2006, by and between the Board of County
Commissioners, County of Eagle, State of Colorado, ("Eagle County"), and the Eagle Health
Care Center, Inc. ("Eagle Health").
Recitals
WHEREAS, Eagle Health owns an approximately fourteen (14) acres, more or less,
parcel ofland ("Property") located in the Eagle Ranch subdivision in the Town of Eagle,
which Property is subject to an express deed restriction placed thereon by the Property's
donor/grantor, West Eagle Ranch, LLC, concerning the ownership and use of the
Property. The Property is part of a planned unit development known as Eagle Ranch and
has been zoned by the Town of Eagle for hospital, medical, and assisted living purposes.
WHEREAS, Eagle Health is currently engaged in the process of developing plans for the
development and construction of certain medical and other health facilities on the
Property (the "Project"), specifically including a medical office building ("MOB I")
about to be constructed and an in-patient care facility ("Hospital") that is about to be
presented to the Board of Trustees for the Town of Eagle.
WHEREAS, Eagle Health has a declared specific interest in, and the power under its
deed of gift from West Eagle Ranch, LLC to provide for, the design, development,
construction, financing and operation of an assisted living center ("ALe") facility as a
part of the Project.
WHEREAS, Eagle Health does not at this time wish to build, own, or operate an ALC,
but desires to see such a facility constructed on the site.
WHEREAS, Eagle County has separately directed its staff to develop an assisted living
facility program and a financial pro forma for the operation of an assisted living facility
to serve Eagle County residents for consideration in Eagle County's 2007 budget.
WHEREAS, Eagle County and Eagle Health reasonably believe that their interests
concerning the development and operation of an ALC are reasonably congruent and that
the development of an ALC will be expedited by the parties consulting and reasonably
cooperating in connection with the same. The parties hereto also reasonably believe that
such development and operation may be facilitated by jointly exploring the financing of
the construction of an ALC and the selection of interested qualified third party operators
for operation of an ALC.
NOW THEREFORE, in consideration of the mutual promises herein, the Parties hereto agree
to cooperate in the specific manner as set forth hereinbelow:
A2reement:
1) Eagle County and Eagle Health agree to explore jointly the planning and design of an
ALC on the Property. Nothing contained herein constitutes nor may be interpreted or deemed to
create an obligation on the part of Eagle Health to incur any debt, provide any financing or
otherwise monetarily obligate itself in any way and to any extent in connection with the ultimate
development and operation of any ALC, it being specifically understood and contemplated that
any such financing shall be effectuated by a third party operator to be selected by County.
2) Eagle Health hereby grants Eagle County a two year exclusive right to plan and submit a
construction schedule for an assisted living facility to occupy about two plus acres. In exchange
for said grant, Eagle County agrees to diligently pursue the development of this plan and
construction schedule. Eagle County shall give Eagle Health quarterly updates on its progress in
this regard and Eagle County shall use its best efforts to incorporate any reasonable comments
received from Eagle Health in these planning efforts.
3) Eagle County shall cause to be prepared complete plans and specification for the ALC
and a proposed construction schedule to Eagle Health within said two (2) year time frame. Eagle
Health shall have sixty (60) days to provide comments on the plans, specifications, and schedule
to Eagle County. After receipt of the comments, Eagle County shall incorporate all reasonable
comments and prepare a final set of plans, specifications, and schedule for submission to Eagle
Health for final approval. Eagle Health shall have thirty (30) days to approve said final set of
plans, specifications, and schedule, such approval to not be unreasonably withheld.
Additionally, Eagle Health shall have the right to review and comment on any third-party
developers and operators identified by County.
4) Eagle County and Eagle Health will work together to ensure the ALC's plan and design is
performed in a manner that maximizes the combined functionality, efficiency, and cost
effectiveness ofthe additional buildings to be located on the fourteen (14) acre site. Both parties
agree to use their best efforts to expeditiously review, comment on, and assess the implication of
the ALC proposal concepts to ensure compatibility and consistency throughout site development.
5) Following the approvals identified herein, Eagle Health will either 1) donate an
approximately two (2) acre site to Eagle County or its designee for construction of the ALC or 2)
make the same land available to Eagle County or its designee for use as an ALC through a long
term lease at a lease amount of one (1) dollar per year. For purposes of this MOD, long term
lease shall be for a lease for a period of no less than sixty-five (65) years or as otherwise agreed
to by the parties.
6) Eagle County, and any applicable development partners, shall diligently pursue
construction and contracts for the operation of the facility pursuant to the approved schedule.
7) Anyone or more of the time frames set forth herein may be extended only by mutual
agreement of the parties hereto, as expressed in a fully executed writing, in order to foster the
development intentions of the parties.
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8) This Memorandum of Understanding may be amended by the parties hereto only
pursuant to a fully executed writing by the parties upon their written mutual consent.
Si2natures:
ATTEST:
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EAGLEH~A/L CAREC;~TE~
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By: ,/' ~ /7 /~""X.
Gt:4ory if. Repetti 7
President & Chief Executive Officer
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