10-29-2013 IGA ECO Transit Bus Storage & Service I-70 Regional Transportation Operations FacilityINTERGOVERNMENTAL AGREEMENT
FOR BUS STORAGE & SERVICE AT THE
I -70 REGIONAL TRANSPORTATION OPERATIONS FACILITY
THIS INTGOVERNMENTAL AGREEMENT ( "IGA ") is entered into the day of
2013, between the Board of County Commissioners of Eagle County, doing
business as ECO Transit ( "ECO "), located at 3289 Cooley Mesa Road, Gypsum, Colorado, and
the Town of Avon ( "Avon "), a Colorado Home rule municipality, located at One Lake Street,
Avon, Colorado (individually at "Party" and collectively, the "Parties ").
This IGA is sets forth the terms and conditions for ECO to lease spaces from Avon for the
storage of buses and to use and pay for bus fueling and bus washing at the I -70 Regional
Transportation Operations Facility ( "RTOF ").
RECITALS
WHEREAS, Avon and ECO entered into an Intergovernmental IGA concerning the
planning, design and construction of an "ECO/Avon Joint Regional Operations Facility" at 500
Swift Gulch Road, Avon, Colorado dated February 11, 2009; and
WHEREAS, ECO shared in the design costs of the RTOF by compensating Avon in the
amount of $238,000.00; and
WHEREAS, Avon and ECO previously cooperated and collaborated to apply for and Avon
did receive an award of a total of $9,387,000 in state and federal grant funding to refurbish the
site and build the new RTOF; and
WHEREAS, construction of the RTOF is expected to be completed and ready for occupancy
in October, 2013; and
WHEREAS, Avon owns and will operate the RTOF and desires to lease a portion of the
RTOF to ECO for storage of buses, fueling and bus washing and ECO desires to lease bus -
storage spaces in accordance with the terms contained in this IGA; and
WHEREAS, the Parties anticipate that ECO will lease the bus - storage spaces, as
contemplated herein, throughout the expected life of the RTOF; and
WHEREAS, this IGA is authorized pursuant to §29 -1 -201 and §30 -11 -101, Colorado
Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Avon and ECO, the Parties do hereby agree as follows:
1. Term. The term ( "Term ") of this IGA shall be for one (1) year, commencing November
1, 2013 and ending October 31, 2014, unless earlier terminated as hereinafter provided.
2. Renewal Term. The Term of this IGA shall automatically renew on the same terms and
conditions for up to thirty -nine (39) additional one -year Terms, each Term commencing on
November 1 and ending on October 31 of the succeeding calendar year. ECO may elect to not
renew this IGA by providing written notice to Avon no later than October 31 of the year
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 1 of 6
immediately preceding the expiration of the renewal Term (i.e. twelve (12) months advance
written notice of ECO's election to not renew the IGA).
3. Premises. ECO shall lease a minimum of nine (9) indoor bus storage spaces within the
RTOF for the storage of transportation buses from the ECO fleet for the term of this IGA. ECO
may reduce the minimum number of spaces leased by giving written notice to Avon no later than
May 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance
written notice). The leased premises are located on the southern portion (lowest graded tier) of
the RTOF. In addition to bus storage, ECO shall have access to and use of common areas,
including and limited to: employee lockers, bathrooms, break room/kitchen, quiet resting room,
dispatch room, vault room, small training room, elevator, stairs and hallway areas. ECO
understands that Avon shall utilize other bus storage spaces in the Premises for its own use and
shall lease bus storage spaces to other entities and that Avon and other entities will also use
common areas.
4. Lease Payment Amount. During the term of this IGA (including each of the thirty -nine
(39) renewal Terms) for each space rented, ECO shall pay to Avon the amount calculated by the
formula provided in the Exhibit A, which is attached hereto and incorporated herein by this
reference ( "Lease Payment "). In accordance with Exhibit A, the Shared Asset Management
and Capital Improvement portions of the Lease Payment shall be fixed for the entire term of this
IGA, while the Operations and Maintenance portion may vary based on actual usage and related
costs. Avon may adjust the Operations and Maintenance portion of the Lease Payment amount
by providing written notice to ECO no later than June 1, which adjustment shall take effect no
sooner than. January 1 of the succeeding year and which adjustment shall be subject to ECO's
right to terminate for non - appropriation as set forth in Sections 5 and 11. ECO shall make its
Lease Payment to Avon for the previous month no later than the last day of each month.
5. Budgeting and Appropriation. ECO's obligations under this Agreement are subject to
ECO's annual right to budget and appropriate the sums necessary to lease the spaces and utilize
the services provided herein. No provision of this Agreement shall be construed or interpreted as
creating a multiple fiscal year direct or indirect debt or other financial obligation of ECO within
the meaning of any constitutional or statutory debt limitation. Notwithstanding anything to the
contrary contained in this IGA, ECO shall have no obligations under this IGA with respect to
any period after the end of the fiscal year in which funds have been appropriated therefore by
ECO in accordance with a budget adopted by the Board of County Commissioners in compliance
with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law
(C.R.S. § 29 -1 -101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec.
20). If adequate funds are not appropriated for a forthcoming fiscal year, ECO may either reduce
the number of spaces to be leased hereunder or terminate this Agreement without penalty,
effective upon the commencement of the period for which funds have not been appropriated.
ECO will use its best effort to notify Avon of such non - appropriation of funds and resulting
reduction in leased spaces or termination at the earliest possible date.
6. Variable Use Charges. The following commodities and services are also available on-
site for purchase by ECO on a variable quantity or "per use" basis. ECO shall pay Avon for use
or consumption of these commodities that are available within thirty (30) days after receiving an
invoice. The unit price or mark -up rate listed herein for these variable use items sets the cost for
2013/2014. Avon reserves the right to adjust these prices in future years by providing written
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 2 of 6
notice to ECO no later than June 1 which price increases shall take effect no sooner than January
1 of the succeeding year and which price increase change to this IGA shall be subject to ECO's
right to terminate for non - appropriation as set forth in Sections 5 and 11.
(a) Diesel and Gasoline Fuel — at cost plus $0.10 per gallon (requires a card key specific
to each vehicle to access dispensers).
(b) Vehicle Fluids/Wash — Avon operates an enterprise fund for the vehicle fluids and
wash bay and reserves the right to annually adjust vehicle wash prices each year. The
initial rates are as follows: Buses 35' or larger at $66 per wash and small vehicles at
$29 per wash. Vehicle washing/fluids and interior cleaning are included in these
rates.
(c) Fleet Maintenance Service Discount — At the option of ECO, buses which are
designated and stored at the Premises will receive a 7% per hour labor only discount.
Fleet maintenance services include mechanical, electrical and body work. Avon's
hourly rates for fleet maintenance services are set forth in Exhibit B, which is
attached hereto and incorporated herein by this reference and may be amended from
time to time to reflect increases in labor costs. Notwithstanding the foregoing, ECO
has the right to do its own fleet maintenance services to busses that are stored at the
Premises, as it deems necessary, in the bus storage spaces at no additional cost.
(d) Billing for Services - An invoice will be issued by the tenth (10th) day of each month
for services performed during the previous month. Payment is due in full by the last
day of the month.
7. Payment Location. Lease Payment and Variable Use Charges shall be tendered at the
Avon Town Hall, One Lake Street, Avon, CO 81620, or maybe mailed to Town of Avon, P.O.
975, Avon, CO 81620, attention Director of Finance.
8. Operational Management Plan. Avon's Town Manager or designee and ECO's
Director of Transportation or designee shall develop an Operational Management Plan for the
Premises on an annual basis to ensure that both Avon and ECO operational needs are
accommodated in the most efficient and effective manner. The Parties intend to complete the
Operational Management Plan by October 1 of each year and may jointly amend the Operational
Management Plan as needed at any time. At a minimum, the Operational Plan shall address:
(a) Premises Access — including but limited to hours of operation and door keys /codes;
(b) Use and management of Common Areas, including assignment of employee lockers
and scheduling of training room and /or quiet rooms;
(c) Bus storage locations and daily internal bus flow for service availability; and,
(d) Additional charges for the use of large training room and other areas of the Premises.
9. Limits on Use. No other services by Avon are included other than those explicitly listed
herein. Other uses of the Premises are not permitted without Avon's written consent and will be
considered a breach of this IGA. The following additional limitations on use apply:
(a) ECO agrees that use of the Premises is "at your own risk ".
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 3 of 6
(b) Bus storage spaces shall be those designated by Avon in accordance with this IGA
(c) Avon staff reserves the right to physically drive and relocate any of the ECO's
vehicles, provided that the vehicle remains within the physical site, at any time for
any reason. ECO agrees to provide Avon with functioning keys and /or key -codes
capable of unlocking and starting all ECO- serviced vehicles parked on the Premises.
Avon's shall be responsible for any and all damage arising out of, occurring because
of, or resulting from Avon's operation of an ECO -owned vehicle, including a vehicle
operated by ECO under a service agreement. All vehicles parked on the Premises
included under this IGA shall be maintained in full running order. Avon reserves the
right to remove from the Premises, at ECO's cost, any vehicle that has not been
restored to full running order by ECO or their assigns for a period of more than thirty
(30) days. ECO agrees to keep the leased portion of the Premises clean, sanitary, and
in good condition and, upon termination of the IGA, vacate the Premises to Avon in a
condition equivalent to the condition that existed when the ECO initiated site use,
except for ordinary wear and tear.
(d) ECO agrees to immediately notify Avon of any defects or dangerous conditions in
and about the Premises of which ECO becomes aware. ECO agrees to reimburse
Avon, upon demand by Avon, for the cost of repairing any damage to the Premises
caused by acts or omissions of ECO.
10. Facilities. Avon represents that its facilities are adequately equipped to offer the services
described herein.
11. Termination. ECO or Avon may tenninate this IGA without cause by providing at least
twelve (12) months prior written notice to the other Party. In the event of any material breach of
this IGA by either Party, the other Party may terminate this IGA upon thirty (30) days written
notice unless the breach is cured within the thirty (30) day period. ECO may also terminate this
Agreement for non - appropriation of funds, in accordance with Section 5.
12. Liability and Indemnification. ECO, its officers and employees, shall not be deemed to
assume any liability for intentional or negligent acts, errors, or omissions of Avon or of any
officer or employee thereof. Likewise, Avon, its officers and employees, shall not be deemed to
assume any liability for intentional or negligent acts, errors or omissions of ECO or by any
officer or employee thereof. ECO agrees to indemnify, defend and hold harmless to the extent
allowed by law, Avon, its respective agents, officers, servants and employees of and from any
and all loss, costs, damage, injury, liability, claims, liens, demands, action and causes of action
whatsoever, arising out of or related to ECO's intentional or negligent acts, errors, or omissions
or that of its agents, officers, servants, and employees, whether contractual or otherwise.
Likewise, Avon agrees to indemnify, defend and hold harmless to the extent allowed by law,
ECO, its respective agents, officers, servants and employees of and from any and all loss, costs,
damage injury, liability, claims, liens, demands, action and causes of action whatsoever arising
out of or related to Avon's intentional or negligent acts errors or omissions or that of its agents,
officers, servants and employees, whether contractual or otherwise.
13. Insurance. The Parties must carry valid insurance for any individuals and property that
are involved in use of the Premises. Avon is not liable for damage to ECO -owned property, or
any property owned by others and included in a service agreement operated by ECO, while
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 4 of 6
located on the Premises, including acts of vandalism, theft, or comprehensive damage of same
vehicles, unless such damage or theft is caused by the negligent operation or management of the
RTOF. The Parties must each carry property damage and general liability insurance policies,
each in the amount of $1,000,000 per occurrence and $2,000,000 aggregate.
14. Relationship of the Parties. The relationship between the Parties is that of independent
contractor, and nothing herein shall be deemed or construed as creating a relationship of
principal and agent, partnership, joint venture, or ownership interest in the real property.
15. No Waiver of Governmental Immunity. Nothing in this IGA shall be construed to
waive limit, or otherwise modify any governmental immunity that may be available by law to
Avon or ECO, its respective officials, employees, contractors, or agents, or any other person
acting on behalf of Avon or ECO, and, in particular, governmental immunity afforded or
available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of
the Colorado Revised Statutes.
16. Notice. Any notice, demand, or other communication required or permitted to be given
by any provision of the Lease shall be given in writing, delivered personally or sent by certified
or registered mail, postage prepaid and return receipt requested, or by overnight courier, with
shipping charges prepaid, address as follows:
To Avon: Town of Avon
Attn: Town Clerk
One Lake Street
P.O. Box 975
Avon, CO 81620
Ph.: 970 - 748 -4000
Fax: 970 -748-
To ECO: ECO Transit
Director of Transportation
3289 Cooley Mesa Road
P.O. Box 1070
Gypsum, CO 81637
Ph.: 970 - 328 -3520
17. No Third -Party Beneficiaries. Nothing contained in this IGA is intended to or shall
create a contractual relationship with, cause of action in favor of, or claim for relief for, any
third -party, including any agent, sub - consultant or sub - contractor of Avon, ECO or Eagle
County. Absolutely no third -party beneficiaries are intended by this IGA. Any third -party
receiving a benefit from this IGA is an incidental and unintended beneficiary only.
//Signature Page Follows //
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 5 of 6
IN WITNESS WHEREOF, the Parties hereto have executed this IGA the day and year
first above written.
TOWN OF AVON
ATTEST:
EAGLE COUNTY
TOWN OF AVON, STATE OF
COLORADO, By and Through Its MAYOR
By:
Rich Carroll, Mayor
Date: 1643,
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
By:
Sara J. Fisher
Chairman
Date: ! 6 r Ll 5
Avon -ECO RTOF IGA for BUS STORAGE
September 13, 2013Page 6 of 6
1 -70 REGIONAL TRANSPORTATION OPERATIONS FACILITY
EXHIBIT A
LEASE PAYMENT CALCULATION
LEASE RATES AND CHARGES
Lease payment calculations consist of Capital, Operations and Maintenance ( "O &M "), and Asset
Management and will be charged as a budget neutral operation. Capital and Asset Management charges will
remain fixed for the term of the Agreement. O &M Costs will be audited each year and may be subject to
change upon written notice by the Town of Avon no later than June 1 of any given year, which adjustment
shall take effect no sooner than January 1 of the succeeding year .
COST CALCULATIONS
Operations and Maintenance Cost
Estimated
Annual Cost
Comments
Utilities
$ 33,008
Snow Management
$ 6,000
Assumes 60
snow events,
1 hr to clear
each, by TOA
PW staff
Pest Control
$ 1,020
2011 bill
Security
$ 3,000
Estimated
Broadband /Internet /WiFi
$ 900
2011 bill
Janitorial
$ 5,200
Estimated,
maintenance
by TOA
Facilities staff
Coffee Service
$ 1,800
2011 bill
Telephone
$ 960
2011 bill
Copier /Printer Service
$ -
2011 bill
Total
$ 51,888
Per rented bus space per month
$ 180
SHARED CAPITAL INVESTMENT (Capital Portion)
Local Match(credit $568,843 for residual value & for design
contributions: ECO $238,000 & TOA $146,332
$ 1,289,489
funded via
bonds by TOA
Number of Indoor Spaces
24
Replacement Frequency
interest rate
4.691458%
TOA's bond
rate
duration (years)
40
years
# monthly payments
480
months
equivalent monthly rate
0.3910%
Number of Spaces
Amortized capital, total
$5,957
/month
Amortised capital, per bus per month
$248;
/bus /month
Amortized capital, per bus per season
$2,978.35
/bus /year
SHARED ASSET MANAGEMENT (AM portion)
Target Asset Replacement Fund
$ 550,000
HVAC,
pavement,
misc repairs
Replacement Frequency
25
years
Linear set aside target
$ 22,000
per year
Local Match Needed
100%
/bus /month
Local Match AM Set Aside
$ 22,000
total per year
Number of Spaces
24
/bus /year
Total Monthly for.9 Buses
$ 76
/bus /month
BUSES SMALLER THAN 32FT.
$ 917
/bus /year
LEASE PAYMENT SUMMARY BUSES LARGER THAN 32
FT.
Capital portion
$248
/bus /month
O &M portion
$ 180
/bus /month
AM portion
$ 76
/bus /month
Total Monthly
$505
/bus /month
Total Seasonal
$6,057
/bus /year
Total Monthly for.9 Buses
$54,513.04
/year
BUSES SMALLER THAN 32FT.
FOUR BUSES IN A ROW INSTEAD OF THREE
$ 404
/bus /month
EXHIBIT B
AVON FLEET MAINTENANCE SERVICE RATE SHEET
1. Contractor Services and Hourly Rate:
At the verbal or written request of ECO, Avon may provide repair and replacement work for
ECO buses. For any such repair or replacement services, ECO will pay Avon a unit hourly
shop rate of $102.00 per hour for light duty vehicles and equipment and $110.00 per hour for
heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus
fifteen percent (15 %).
2. Warranty:
Contractor will perform all Services in a prompt, efficient and workmanlike manner.
Contractor shall promptly correct any defective work. This warranty shall be in lieu of all
other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or
in contract, is expressly limited to the warranty provided for herein.
Exhibit S 10/22/2013
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