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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:
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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
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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
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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.
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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.
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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.
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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
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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
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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.