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25.10.15-IGA Beaver Creek Resort CompanyPage 1 of 6 September 23, 2025 AVON - BEAVER CREEK SHUTTLE BUS FUNDING AGREEMENT FOR 2025-2026 THIS AGREEMENT ("Agreement") is entered into this 5th day of November, 2025 by and between the Town of Avon, a Colorado 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; and, WHEREAS, Avon and BCRC desire to enter into this funding agreement for the 2025-2026 winter visitor season; 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 26, 2025, forward and shall expire on October 31, 2026, 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 Wednesday, November 26, 2025, and ending Sunday, April 12, 2026. 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 8:00 a.m. – 6:00 p.m daily for a total maximum of 3356 operating hours. 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: 8:00 a.m.- 10:30 a.m.; 2:30 p.m.-6:00 p.m.) during the peak season dates of December 19, 2025, through April 5,, 2026. 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. 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 18, 2025 and April 6 - April 12, 2026. The service time at particular stops shall be determined by Avon and listed on a printed customer schedule. Page 2 of 6 September 23, 2025 Avon-Beaver Creek Ski Season Bus Funding Agreement b. Winter Evening Restaurant Shuttle: Transit service referred to as the "Evening Restaurant Shuttle" will be provided daily during the period starting December 19,2025 and ending April 5, 2026. 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 535 operating hours. The Restaurant Shuttle service hours shall be flexible and subject to change based on demand and agreement between both agencies. 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. c. Performance Standard: Avon shall strive to consistently achieve the wait times described in Sections 2.a. and 2.b. 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 traffic 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. d. Special Event Shuttle Request Service: Transit service referred to as "Special Event Shuttle" can 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 $130.00 per service hour. 3. Avon Operator: Avon or its selected contractor 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 Page 3 of 6 September 23, 2025 Avon-Beaver Creek Ski Season Bus Funding Agreement and follow Avon Transit's 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 in to Avon's Transportation Supervisor. 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 Transportation Manager; 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 to allow Avon to use the roads and bus facilities needed for transit service. This includes access to the following bus stops: Covered Bridge Stop, Beaver Creek Landing, and the Elk Lot transit center. 5. Payment: For the 2025-2026 ski season, BCRC shall make total payment to Avon of ONE HUNDRED F I F T Y -E I G H T T H O U S A N D F I V E H U N D R E D F I F T Y - E I G H T D O L L A R S A N D T W E N T Y -F I V E CENTS [$158,558.25] in four equal installments of THIRTY-NINE THOUSAND SIX HUNDRED THIRTY-NINE DOLLARS AND FIFTY-SIX CENTS [$39,639.56], which shall be due on the 1st day of December, 1st day of January, 1st day of February, and 1st day of March. Payments shall be delivered to the following address: Town of Avon, Department of Finance PO Box 975 Avon, CO 81620 Attn: Mr.Paul Redmond (970) 748-4020 E-mail: predmond@avon.org 6. Force Majeure. Neither party shall be liable for failure to appear or perform obligations under this Agreement in the event that such failure is caused by or due to the following acts which make performance by either party contemplated by this Agreement impossible, infeasible, or unsafe, including: acts of nature; acts of the public enemy; acts of or threats of terrorism; riots or other Page 4 of 6 September 23, 2025 Avon-Beaver Creek Ski Season Bus Funding Agreement forms of civil disorder; embargos; labor disputes (including without limitation strikes, lockouts, job actions, or boycotts); fires, explosions; floods; epidemics; pandemics; death; regulations of public authorities; or any other legitimate cause beyond the control of the parties (an event of "Force Majeure"). Notwithstanding anything to the contrary in this Agreement, upon an event of Force Majeure, Town of Avon and BCRC hereby agree that (a) funding shall be provided only for service hours operated; (b) for any payment made in advance and service is canceled, BCRC will be refunded for any hours not operated. 7. 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 Two Million Dollars ($2,000,000.00) 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 interests provision. Such insurance shall list Beaver Creek Resort Company of Colorado as an additional insured party. 8. Indemnification: To the extent permitted by law , 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. 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: Obligations of each of the Parties, respectively, after the current fiscal year are contingent upon funds for the purpose set forth in this Agreement being appropriated, budgeted, and otherwise made available. 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: Page 5 of 6 September 23, 2025 Avon-Beaver Creek Ski Season Bus Funding Agreement If to Avon: Town of Avon PO Box 975 Avon, CO 81620 Attn.-Mr. Eric Heil eheil@avon.org E-mail, and Attn.-Mr. James Shoun jshoun@avon.org Email With a copy to: Town Attorney Nina Williams Wilson Williams Fellman Dittman 1314 Main St, Suite 101 Louisville, Colorado 80027 townattorney@avon.org With a copy to: Kevin Kelley Husch Blackwell LLP 1050 17th Street, Suite 1500 Denver, CO 80265 (303) 892-4424 Telephone (303) 685-4869 Fax Kevin.Kelley@huschblackwell.com 12. AUTHORITY The individuals executing this Agreement represent that they are expressly authorized to enter into this Agreement on behalf of the Town of Avon and BCRC and bind their respective entities. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS] Page 6 of 6 September 23, 2025 Avon-Beaver Creek Ski Season Bus Funding Agreement THIS AGREEMENT is executed and made effective as provided above. Town of Avon, Colorado Beaver Creek Resort Company By: ___________________________ By: ___________________________ Tamra N. Underwood, Mayor Harry J. Clancy, Executive Director APPROVED AS TO FORM By:_______________________________ Nina Williams, Town Attorney Harry J Clancy (Oct 15, 2025 16:47:02 MDT) Harry J Clancy Nina P. Williams (Oct 17, 2025 10:55:25 MDT) Nina P. Williams Tamra N Underwood (Oct 17, 2025 17:19:33 MDT)