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HomeMy Public PortalAbout5a Transit Service IGAINTERGOVERNMENTAL 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 operates a 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 in Fraser, which is located outside Winter Park's municipal boundaries; WHEREAS, Winter Park and Fraser find it in the best interest of the public health, safety and welfare to provide such 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 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: 1. Routes and Service a. Winter Park has established a Transit Advisory Committee (TAC) to assist with the review of route and service decisions and other related matters. The TAC shall consist of three members, a Winter Park Resort representative, and Town of Winter Park representative, and a Town of Fraser representative. The Fraser representative shall be determined by the Fraser Town Board. b. 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 laws, including, without limitation, applicable Federal grant requirements. Any changes in levels of service, hours of operation, or other matters that impact service to both Fraser and Winter Park whether resulting from TAC, transit operator, staff or otherwise must be approved by Winter Park. Fraser and Winter Park shall retain authority for decisions related to routes and service within their respective jurisdiction. c. Additional service may be provided by Winter Park, at its discretion, to the extent Winter Park determines appropriate given the demand for service, available resources, and cost allocation at its own cost unless previously approved by Fraser. d. 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. Operation. a. All services provided under this Agreement shall be consistent with the Transit System operating policies and procedures, as recommended by the TAC, and as amended, adopted and approved by the Winter Park Town Council. b. The Parties agree to cooperate to continually improve the success, efficiency and performance of transit operations. Cost allocation of any consulting services or other expenses not addressed by this agreement will be agreed upon prior to incurring such expense. This does not prevent either party from pursuing such services at its own expense. c. As operator of the transit system, Winter Park is authorized to make such adjustments, modifications, and changes to the operating policies and procedures, schedule, and routes as it may deem necessary to ensure efficient and cost-effective provision of service, safety, and reliability provided that such changes are consistent with the route and service delivery provisions provided by this agreement. d. As operator of the transit system, Winter Park may suspend or alter service at any time Winter Park determines that such action is necessary for safety reasons, including without limitation inclement weather, road construction or equipment failure, and such action may continue for any duration as Winter Park determines necessary. 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. 3. Apportionment of Expenses a. Fraser will pay for its attributable share of the Transit System services by reimbursing Winter Park on a monthly basis based on the route cost appropriations as defined in Exhibit A. This agreement may be amended and may be mutually agreed upon by the parties to amend Exhibit A (route cost appropriation). b. Fraser shall further pay a monthly management fee equal to 5% of the Fraser Portion to cover Fraser's attributable portion of Winter Park's administrative costs in operating the Transit System. c. In consideration of start-up costs Winter Park has incurred that are not addressed by this agreement, Fraser agrees to pay a one-time contribution to Winter Park for transit consulting services and the RideHop app. Said contribution shall be in the amount of $____, based on Fraser’s percentage of total hours of transit service (23%). Further, Fraser agrees to reimburse Winter Park for costs of Fraser bus stop signage. d. Winter Park shall invoice Fraser on a monthly basis for the payments as described in subsections (a) and (b), above. Invoices shall include sufficient documentation related to invoice as may be requested by Fraser. e. Any future transit consultant services, transit marketing services, new transit signage, digital materials and applications, and any other matters as may be recommended by the TAC must be approved by the governing bodies of Fraser and Winter Park and memorialized by written amendment to this Agreement prior to any such expenditure. The proportional share shall be determined prior to expenditures being approved by either Fraser or Winter Park as part of either an annual budget process or budget 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. f. 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. g. 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. 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. Any such revenues will reduce Fraser’s costs proportionately. 5. 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. 6. Term and Termination. a. This Agreement shall commence on the Effective Date, and shall continue in full force and effect, unless terminated as herein provided. b. Either Party may terminate this Agreement upon 180 days prior written notice, for any reason. However, upon such notice for termination, each party will remain responsible for the terms and obligations set forth in this agreement until the date of termination (as identified in the notice and at least 180 days later). 7. Hold Harmless. Winter Park shall be solely responsible for the acts of the Transit Manager and employees engaged in the Transit System and for any injury, liability, damages or claims arising from the operation of the Transit System. Winter Park agrees to hold Fraser harmless from and against any all such 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 operation of the Transit System. 8. 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. b. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by either party 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. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF WINTER PARK _________________________________ Jimmy Lahrman, Mayor ATTEST: __________________________________ Taryn Martin, Town Clerk TOWN OF FRASER _________________________________ Philip Vandernail, Mayor ATTEST: __________________________________ Antoinette McVeigh, Town Clerk EXHIBIT A Winter Park will provide bus service within 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 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. Grant revenues related to operational expenditures will be applied to offset Fraser costs based on the same appropriation methods as defined by Paragraph 5 above.