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12-21-2015 BCRC Shuttle Bus Funding 2015-2016TOWN OF AVON — BEAVER CREEK RESORT COMPANY SHUTTLE BUS FUNDING AGREEMENT FOR 2015 - 2016 THIS AGREEMENT ( "Agreement ") is entered into this 21st day of December, 2015 by and between the Town of Avon, a home rule municipal corporation ( "Avon ") and the Beaver Creek Resort Company, a Colorado nonprofit corporation ( "BCRC ") collectively referred to as the parties ( "Parties "). WHEREAS, Avon and BCRC desire to cooperate and agree to provide shuttle bus services between the Town of Avon and the Beaver Creek Resort area; WHEREAS, Avon desires to provide shuttle bus vehicles, drivers, administrative support and other equipment and services to provide shuttle bus services as described in this Agreement; WHEREAS, BCRC desires to provide financial contributions to support the shuttle bus services as described in this Agreement; WHEREAS, Avon is authorized by the State of Colorado Public Utilities Commission to provide bus public transit services within and across jurisdictional boundaries within Eagle County under license number 183315; and, WHEREAS, Avon and BCRC desire to enter into this Funding Agreement for the 2015- 2016 winter visitor season; WHEREAS, BCRC has acknowledged that the Town of Avon shall not adopt its 2016 budget until December 8, 2015, and that certain services and obligations stated in this Funding Agreement are subject to change pending the final action by the Avon Town Council. NOW, THEREFORE, in consideration of the covenants, conditions and agreements set forth herein, the Parties agree as follows: 1. Term: This Agreement shall be in full force and effect from November 1, 2015 forward and shall expire on October 31, 2016, unless otherwise terminated sooner. 2. Shuttle Bus Service: Avon agrees to provide the following described shuttle bus services: a. Avon Skier Shuttle: Transit service referred to as the "Avon Skier Shuttle" will be provided daily during the period starting November 25, 2015 and ending April 10, 2016. Scheduled bus service shall be provided ,vhich stops at Avon - selected bus stops within the Town limits, the public parking lot commonly known as the Elk Lot, and at the Beaver Creek Plaza transit stop located at the Covered Bridge on Village Road between the hours of 8:00 a.m. to 6:00 p.m. daily for a total maximum of 2,860 service hours. i, Peak Season Wait Tinres: Avon shall operate the Avon Skier Shuttle so that the average wait time at each scheduled stop is no more than 15 minutes during the peak upload /download periods (e.g., peak periods are typically: 8:00am- 10:30am; 2:30pm- 6:00pm) during World Cup and Avon- Beaver Creek Ski Season Bus Funding Agreement during the peak season dates of December 15, 2015 through March 30, 2016. The early morning peak period on known peak days will include enough buses on the route to ensure capacity will be available for riders waiting at all stops. ii. Early/Late Season Wait Times Avon shall operate the Avon Skier Shuttle so that the average wait time at each scheduled stop is no more than approximately 30 minutes during the early /late seasonal dates of November 26- December 15, 2015 and April 5 -10, 2016. b. The service times at particular stops shall be determined by Avon and listed on a printed customer schedule C. Winter Evening Restaurant Shuttle: Transit service referred to as the "Evening Restaurant Shuttle" will be provided daily during the period starting December 16, 2015 and ending April 10, 2016. Scheduled bus service shall be provided which stops at Avon - selected bus stops within the Town limits and at the Beaver Creek Plaza transit stop located at the Covered Bridge on Village Road between the hours of 6:00 p.m. to 10:00 p.m., daily, for a total maximum of 585 service hours. The service times at particular stops within the Town limits shall be determined by Avon and listed on a printed customer schedule based on a frequency determined by one (1) bus in the loop. Avon shall operate the Evening Restaurant Shuttle so that the average wait time at each scheduled stop is no more than 30 minutes. WOMEN A �� C. Performance Standard: Avon shall strive to consistently achieve the wait times described in Sections 2.a. above. On -time performance shall be measured on a seasonal basis, and consistent with transit industry standards as one (1) minute before to five (5) minutes after the scheduled stop time (TCRP Report 88: "A Guidebook for Developing a Transit Performance - Measurement System." Transit Cooperative. Federal Transit Administration and the Transportation Research Board, Washington DC. 2003, pp. 206- 207). Avon is not responsible for delays associated with tiaffc incidents, congestion, or road conditions within the Beaver Creek Metropolitan District and the Resort Area, or for delays associated with inclement weather or other factors not within the Town's control. Page 2 of 6 October 12, 2015 Avon - Beaver Creek Ski Season Bus Funding Agreement f. Special Event Shuttle Request Service: Transit service referred to as "Special Event Shuttle" may be provided by Avon, if requested by BCRC with at least 21 days' notice. The cost for such at- request service would be fully borne by BCRC at a rate of $105.75 per service hour. 3. Avon Operator: Avon shall be the owner, operator and manager of the shuttle bus vehicles, equipment and services provided for in this Agreement. a. System Policy: Avon's provision of shuttle bus services under this Agreement shall at all times comply with the standards and performance objectives set forth in this Agreement. Avon shall notify the BCRC of any noncompliance of which Avon becomes aware. In addition to the requirements and performance standards set forth elsewhere in this Agreement, Avon shall at all times operate and maintain the shuttle services in accordance with the following requirements: i. Each vehicle shall be equipped with a public address system. Drivers must announce each stop using such public address system upon arrival and departure. ii. Drivers must be uniformed at all times while visible to guests. iii. Drivers may not smoke at any time while visible to guests. iv. Drivers must greet guests entering through the front door. v. Avon will ensure that the interior and exterior of all vehicles utilized for the service are cleaned daily. vi. Avon will ensure that all destination signs are programmed with the latest destinations, properly lit and in good working order. vii. If the driver encounters an unruly or rude passenger (e.g., appears to be intoxicated exceptionally loud or argumentative), the driver will, in a professional and courteous manner, attempt to resolve the situation and follow Avon Transit standard communication protocol. b. Standards: Avon shall survey riders to determine performance by providing survey cards and pencils onboard all buses; with riders self - selecting and completing the surveys. Bus drivers shall collect completed surveys daily and turn them into Avon's Transit Director. Survey cards shall inquire about greetings, staff appearance, driver courtesy, bus cleanliness, and timeliness. Bus - timeliness shall also be measured by field checks conducted at least weekly by Avon's Transit Director, Avon shall make both the completed survey cards and the field time check results available upon request. 4. Authorization for Access and Use: BCRC agrees Avon is allowed to use the roads and bus facilities needed for transit service. This includes access to the following bus stops: Covered Bridge Stop, Elk Lot transit center, and the Landing. Page 3 of G October 12, 2015 Avon - Beaver Creek Ski Season Bus Funding Agreement Payment: The payment for shuttle bus services from BCRC shall be determined by the following formula: Total Service Hours times the BCRC bus operations rate, without capital replacement or fixed rates, times 50 %, For the 2015 -2016 ski season, the application of the formula is as follows: (2,860 + 585) = 3,445 x $61.33 = $211,281.85 x 50% = $105,640. *The Summer Restaurant Shuttle agreement will be completed at a later date. SUMMARYTABLE: 2016 Avon Transportation; Beaver Creek Operations- Skier &Dinner Bus: Service Hours, Frequency and Loop Times MINTER WINTER WINTER LOOP WINTER SUMMER SUMMER SUMMER LOOP SUMMER HOURLY Annual ROUTE Op his Frequency 4Buses Time Service His. Op his Frequency #Buses Time Service His. RATE (1) Cost (2) Skier Shuttle Service Dates; 8,40am to 11/25/15 - 4110/16 6.4m 0 p 15 -30 Min 2 30611n 2,860 - r $61.33 $175,404 Winter Restaurant Shvitle SerAze Dates: 72/16/15 - 4/10/15 600 pm to 10.40 pm 30 Min 1 30611 n. 585 6.�pm to - ( $61.33 $35,878 Summer Restaurant Shuttles Service Dates sy'�zx,��'�i-�a.l"'M 8/15116 "s 30 Min 1 30MIn. 225 $61.33 $13,799 7/1/15 - y SOAOpm ; TOTAL SERVICE HOURS 3,445 r j TOTAL SERVICE HOURS 225 $61.33 $225,61 ' I i BEAVER CREEX RESORT CONIPANY ANNUAL PAYMENT SHARE 50% $112,540 1 TOWN OF AVON ANNUAL PAYMENT SHARE 50% $112,540 (1) Hourly Rate Is based upon the Beaver Creek Metropollta n District's Cost of Bus Operations vAthout Capital Replacement (2) Formula Is Total Service Hours X Hourly Rate Split 50%/50% 5. Payments shall be delivered to the following address: Town of Avon Department of Finance PO Box 975 Avon, CO 81620 Attn: Mr. Scott Wright (970) 748 -4020 swriglit a,avon.org E -mail 6. Insurance: Avon shall provide for Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy ' shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of Page 4 of 6 October 12, 2015 Avon - Beaver Creek Ski Season Bus f=unding Agreement interests provision. Such insurance shall list Beaver Creek Resort Company of Colorado as an additional insured party. 7. Indemnification: Avon agrees to indemnify, defend and hold harmless BCRC (and their officials, agents, representatives, employees, contractors, and successors and assigns) from all claims, demands, damages (including, without limitation, consequential damages), causes of action, fines, penalties, losses, liability, judgments, costs or expenses (including reasonable attorneys' fees) resulting from claims for bodily injury (including death) to any person or damage to any property, caused by or arising from the conduct or activities of Avon, its officers, employees or agents, in the performance of this Agreement of provision of shuttle bus services as described in this Agreement (including, without limitation, maintenance, repair and replacement activities); provided, however, such indemnification will not extend to any claims caused by or arising from BCRC's negligence or willful misconduct. 8. Service: The shuttle bus service provided within the Beaver Creek Resort area, Beaver Creek Metropolitan District and the boundaries of the Town of Avon shall be pursuant to the authority of Avon, operating under the authority of and license from the Public Utilities Commission, as contracted for in this Agreement. 9. Governmental Immunity: Nothing in this Agreement will be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to Avon, its officials, employees, contractors, or agents, or any other person acting on behalf of Avon, in particular, the governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 10. Annual Budget and Appropriation: The Parties understand and acknowledge that the Avon is subject to Article X, § 20 of the Colorado Constitution ( "TABOR"). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Avon are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Avon's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Avon payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such fiends, this Agreement shall be terminated. 11. Notices: Any statement, notice, demand or communication which either Party may desire or be required to give to the other Party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally, by e -mail, or sent by first -class United States mail, postage prepaid, addressed as follows: If to Avon: Town of AvoIl PO Box 1726 Avon, CO 81620 Attention: Ms. Jane Burden Page 5 of 6 October 12, 2015 Avon-Beaver Creek Ski Season Bus Funding Agreement swright a,avon.org With a copy to: Town Attorney One Lake Street P.O. Box 975 Avon, CO 81620 ericalleillaw.com If to BCRC: Beaver Creek Resort Company PO Box 5390 Avon, CO 81620 Attention: Ms. Jen Brown (303) 845 -5857 Telephone (720) 845 -5945 Fax t brown Qbcresortco.com With a copy to: Kevin Kelley Husch Blackwell LLP 1050 17ti' Street, Suite 1500 Denver, CO 80265 (303) 892 -4424 Telephone (303) 685 -4869 Fax Kevin. Kelley-@huschblackwell.com Read, understood, agreed and executed: Town of Avon By: _ Date: Virginia C. Egger, M Manager Beaver Creek Resort Company B Date: 4B�r­o *i,—an aging Director Page G of G October 12, 2015