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HomeMy Public PortalAbout5c Transit Service IGA DRAFT1 INTERGOVERNMENTAL AGREEMENT FOR TRANSIT SERVICE This Intergovernmental Agreement for Transit Service (the "Agreement") is made this ______ day of ______________, 2017 (the "Effective Date"), by and between the Town of Winter Park, Colorado, a Colorado home rule municipality with an address of P.O. Box 3327, 50 Vasquez Road, Winter Park, Colorado 80482, ("Winter Park”), and the Town of Fraser ("Fraser"), a Colorado municipality with an address of P.O. Box 370, Fraser, Colorado 80442 (each individually a "Party" and collectively the "Parties"). WHEREAS, Winter Park has its own public fixed-route bus system (the “Transit System”), which it currently operates through a contractor selected exclusively by Winter Park (the "Transit Contractor"); WHEREAS, Fraser desires that Winter Park provide bus service between Winter Park and Fraser, which is located outside Winter Park's municipal boundaries; WHEREAS, Winter Park finds it in the best interest of the public health, safety and welfare to provide such additional bus service to Fraser; and WHEREAS, the Parties are authorized by Article XIV, § 18 of the Colorado Constitution and C.R.S. § 29-1-201, et seq., to enter into this Agreement; WHEREAS, the voters of Winter Park and Fraser approved a long-term, sustainable revenue source for the purpose of funding the study, design, engineering, construction, acquisition, operation and maintenance of the Transit System on November 3, 2015; WHEREAS, also in 2015, the Winter Park Transit Advisory Committee (the "TAC") membership was changed to be comprised of a Winter Park Resort representative, a Winter Park representative, and a Fraser representative; WHEREAS, in January of 2016, Winter Park Resort, as the former private operator of the Transit System assigned its rights and obligations to Winter Park, creating a public Transit System owned by Winter Park; WHEREAS, since that time, Winter Park has been operating the Transit System for the benefit of both Winter Park and Fraser as well as the region more broadly; and WHEREAS, the Parties now wish to formally memorialize their obligations related to the Transit System. NOW THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, receipt and adequacy of which is acknowledged, the Parties agree as follows: 2 1. Service. a. Winter Park shall provide bus service to Fraser as set forth in Exhibit A, attached hereto and incorporated herein by this reference (the "Route"), throughout the term of this Agreement, in compliance with all applicable law, including, without limitation, applicable Federal grant requirements. b. Additional service may be provided by Winter Park, in its discretion, to the extent Winter Park determines appropriate given the demand for service, available resources, and cost allocation. c. Deployment of individual fleet units shall be solely the discretion of Winter Park. Vehicles identified for acquisition shall be recommended by the TAC and approved by the Winter Park Town Council. Fraser shall not be responsible for capital rolling stock acquisition or for costs associated with replacement of fleet units, except as set forth in Section 3 below. 2. Term and Termination. a. This Agreement shall commence on the Effective Date, and shall continue in full force and effect until June 30th, 2018, unless sooner terminated as herein provided. b. The Agreement shall automatically renew for additional one year periods unless either Party provides a written notice of nonrenewal at least 180 days prior to the end of the then current term. c. Either Party may terminate this Agreement upon 180 days prior written notice, for any reason, provided that if Fraser terminates this Agreement in t he middle of a term, no portion of Fraser's annual payment shall be refunded. h. Should either Party terminate this Agreement as permitted, other than general public access to public facilities, either Party's use of the Transit System facilities, bus stops, capital rolling stock and real property (collectively, the "Transit Assets") to operate a separate transit system will be allowed only by the express permission of the Party owning the Transit Asset or, if jointly owned, the Party in whose jurisdiction the Transit Asset is located. Upon termination of this Agreement, jointly owned Transit Assets, if any, shall be purchased by the Party in whose jurisdiction the Transit Asset is located, with the purchase price equal to the actual amount the selling Party contributed to the acquisition and construction of the Transit Asset. 3. Payment. a. Fraser will pay for its attributable share of the Transit System services by reimbursing Winter Park for the portion of the Transit Contractor's total monthly charges attributable to providing transit service on the Route (the "Fraser Portion"). i. The Fraser Portion will be based on either: 1) the proportion of time that routes serve Fraser; 2) the proportion of stops on regional routes that serve Fraser; or 3) the proportion of miles served within the jurisdictional boundaries of Fraser, as determined 3 annually by the TAC during its annual budget and service delivery processes, and as approved by the governing bodies of Fraser and Winter Park. ii. Under any of the three methods for determining the Fraser Portion, the allocation of each specific route shall be as set forth in Exhibit A, Section 5. Should a route increase or decrease service in either Fraser or Winter Park, Exhibit A, Section 5, shall be modified as recommended by the TAC and as approved by the governing bodies of Fraser and Winter Park. Changes that have budgetary impacts shall not be implemented without funding approval by the affected governing bodies. b. Fraser shall further contribute a monthly management fee equal to 10% of the Fraser Portion to cover Fraser's attributable portion of Winter Park's administrative costs in operating the Transit System. c. Fraser shall pay a one-time fee of $82,170.72 for materials and work invested by Winter Park to establish the Transit System prior to this IGA, which includes payment for the following: transit consultant services for 2015, 2016, and 2017; transit marketing services in 2016 and 2017; new signage provided in 2016; RideHop application de ployment in 2016; and administration of the transit service transition plan, transit service agreement, and service and funding agreements for 2015, 2016, and 2017 (collectively, the "Soft Costs"). This payment equates to 20% of Winter Park's total expense in these categories, which is slightly less than the amount of hours of transit service provided to Fraser (23.43% of total hours). The Soft Costs break down as follows: 2015 2016 2017 Total Fraser Portion (23%) Transit Consultant $38,086 $56,976 $6,900 $101,962 $23,451.26 Marketing Consultant $72,383 $23,062 $95,445 $21,952.35 Signage $10,017 $1,042 $11,059 $2,543.57 RideHop $16,210 $3,240 $19,450 $4,473.50 Administration $5,290 $80,709 $43,349 $129,348 $29,750.04 TOTAL $43,376 $236,295 $77,593 $357,264 $82,170.72 d. Winter Park shall invoice Fraser for the Fraser Portion and the monthly management fee, as described in subsections (a) and (b), above, on a monthly basis. The Soft Costs, as described in subsection (c), above, are immediat ely due and payable from Fraser upon execution of this Agreement without further action by Winter Park. However, with notice to Winter Park, Fraser may elect to spread payment for the Soft Costs into equal payments over a period of 12 months. e. Fraser shall pay a proportional share of any future transit consultant services, transit marketing services, new transit signage, digital materials and applications, legal review, and any other matters as determined by the TAC and as approved by the governing bodies of Fraser and Winter Park and memorialized by written amendment to this Agreement. The proportional share shall be determined prior to expenditures being approved by either Fraser or 4 Winter Park as part of either an annual budget process or bud get amendment as necessary. Should either Party determine that the services or materials are of material importance to them, and if agreement on cost sharing cannot be reached with the other Party after reasonable efforts, the individual Party may proceed to obtain the services or materials at its sole expense. In doing so, work products, services, or materials shall be the sole property of the paying Party. g. Fraser acknowledges that operation of the Route may be supported by additional contributions from other entities pursuant to separate agreements (the “Additional Supporting Entities”) entered into between the Additional Supporting Entities and Winter Park. The budget for the Route includes projected contributions from the Additional Supporting Entities. If an Additional Supporting Entity does not enter into or terminates or fails to renew such a separate agreement, Winter Park may reduce or terminate the Route as necessary to reduce operating expenses in an amount sufficient to address the resulting reduction of revenue. h. Fraser will not be required to contribute to the construction costs of a maintenance facility used to serve the Transit System, should it occur. However, any new maintenance facility shall be solely the property of Winter Park and used solely at Winter Park’s discretion. Fraser will contribute to the costs associated with maintaining any such transit maintenance facility as part of Fraser's portion of the monthly Transit Contractor cost, described in Section 3(a), above. 4. Operation. a. Winter Park agrees that all services provided under this Agreement shall be provided consistent with the Transit System operating policies and procedures, as recommended by the Transit Advisory Committee, and as amended, adopted and approved by the Winter Park Town Council and according to the agreed-upon schedule as recommended by the Transit Advisory Committee and adopted and approved by the Winter Park Town Council for operation of the Transit System. b. The Parties agree to cooperate in the development, implementation and cost of any surveys or studies to evaluate demand, usage, cost, effectiveness, efficiency, or any other factor relating to the success or performance of the Route or the need for such service. c. If Winter Park determines that circumstances require modification of the Route to better accommodate the demand for service or the efficient provision of service, Winter Park shall be entitled to implement such modification, provided it provides at least 30 days advance written notice to Fraser. d. Winter Park may suspend service of the Route at any time Winter Park determines that such suspension is necessary for safety reasons, including without limitation inclement weather, road construction or equipment failure, and such suspension may continue for as long as Winter Park determines necessary. Fraser shall not be entitled to any refund of its annual payment for any such suspension. 5 e. Winter Park will maintain any signage at bus stops outside Winter Park's municipal boundaries. Winter Park will not be responsible for maintaining any shelters or benches at bus stops located outside of Winter Park’s municipal boundaries. Fraser and Winter Park shall be solely responsible for bus stop improvements within their respective jurisdictions. If the Parties and any Additional Supporting Entities mutually agree to cost sharing for bus stop improvements that serve facilities that are regional in nature (i.e. community recreation centers, schools, libraries, etc.), any such cost-sharing arrangement shall be approved by the TAC, the governing bodies of Fraser and Winter Park, and memorialized by separate agreement of the Parties. 5. Fares. The Transit System is currently free of charge to passengers. However, Winter Park reserves the right to charge fares, as necessary for the efficient and cost-effective operation of Transit System, provided that advance notice of any such modification is provided to Fraser. Winter Park shall accurately account for such fare receipts, and shall provide quarterly reports of such receipts to Fraser. 6. Modification of Service. Any changes in levels of service, hours of operation, or other matters that have impacts on routes that service both Fraser and Winter Park must be recommended by the TAC and approved by the governing body of Winter Park. Changes affecting only Fraser shall only be at the determination of Fraser, and changes affecting only Winter Park shall only be at the determination of Winter Park. 7. Transit Manager. The Transit Manager shall be responsible for the day-to-day operation of the Transit System, including coordination with the Transit Contractor, oversight of all transit - related consultants, oversight of all marketing activities, providing information about the Transit System to the public and business community, applying for and tracking grants, ridership and routing analysis, capital rolling stock acquisition, facility acquisition, complaint monitoring and response, and all other job functions as noted in the Transit Manager job description, and shall, at all times, be an employee of Winter Park. 8. Representatives. Each Party shall designate in writing a representative, who shall be responsible for managing such Party’s performance of this Agreement. 9. Hold Harmless. Fraser agrees to hold Winter Park and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns harmless from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement. 10. Miscellaneous. a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Grand County, Colorado. 6 b. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by Winter Park shall not constitute a waiver of any of the other terms or obligation of this Agreement. c. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. d. Third Parties. There are no intended third-party beneficiaries to this Agreement. e. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement. f. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. g. Modification. This Agreement may only be modified or amended upon written agreement of the Parties. No agent, employee, or representative of either Party is authorized to modify any term of this Agreement, either directly or implied by a course of action. h. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties hereto, shall be assigned by either Party without the written consent of the other. i. Governmental Immunity. Both Parties and their officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Parties and their officers, attorneys or employees. j. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of either Party not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. 7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF WINTER PARK, COLORADO _________________________________ Jimmy Lahrman, Mayor ATTEST: __________________________________ Taryn Martin, Town Clerk APPROVED AS TO FORM: __________________________________ Kendra L. Carberry, Town Attorney TOWN OF FRASER _________________________________ Mayor ATTEST: __________________________________ Town Clerk APPROVED AS TO FORM: __________________________________ Town Attorney 8 EXHIBIT A THE ROUTE Winter Park will provide bus service between Winter Park and Fraser as follows and according to the following cost appropriation: 1. Days of Service: Year-round, three hundred sixty five days per year. 2. Hours of Service: 6:30 a.m. through 2:30 a.m., including pre- and post-route vehicle inspection. 3. Frequency of Service: Hourly service, expanded to half-hourly service during peak periods to meet demand typically found in a winter resort community. 4. Service Routes: The following routes have traditionally been provided by Winter Park to Fraser, servicing stops within the municipal boundaries of Fraser: • Summer Route • Black Route • Link Call-and-Ride • Purple Express • Purple Circulator • Red Route • ADA Paratransit • Granby Route 5. Route Cost Appropriation: a. The following route costs are appropriated by minutes among Winter Park, Fraser and Additional Supporting Entities as follows: • The minutes-per-hour for the Summer route apportion to 40% Fraser and 60% Winter Park. This same time analysis applies to the Black and Night Lift routes as well as the Link Call-and-Ride route. • The Purple Express route timing is split evenly between Fraser, Winter Park and the unincorporated Meadowridge area. Apportionment is an equal three-way split among the parties. • The Purple Circulator circulates through both Fraser and Meadowridge and is apportioned 50% Fraser and 50% Meadowridge. • Paratransit is an essential service that is required to be provided in Fraser, Winter Park, and unincorporated Grand County within three-quarters of a 9 mile from any fixed route. This route is split equally three ways among Fraser, Winter Park, and Meadowridge. b. The Granby route cost is appropriated by stops among Winter Park, Fraser and Additional Supporting Entities. The Granby route serves four stop locations in Fraser. There are 27 total stops on the route, which calculate as follows: Winter Park – 10 stops (37%), Fraser – 4 stops (14.8%), Granby – 6 stops (22.2%), Grand County – 7 stops, (26%). 6. All routes and cost appropriation models are subject to change, as determined by recommendation of the TAC and approval by Winter Park.