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HomeMy WebLinkAboutC88-124 Beaver Creek Resort and Town of AvonAGREE14ENT BETWEEN EAGLE COUNTY
D
BEAVER CREEK RESORT COMPANY OF COLORADO
D
TOWN OF AVON
THIS AGREEMENT (the "Agreement ") is entered into by and
among the County of Eagle, State of Colorado , by and through
its Board of County Commissioners (hereinafter the "County "),
Beaver Creek Resort Company of Colorado, a Colorado nonprofit
corporation ( "BCRC"), and the Town of Avon, a Colorado
municipal corporation ("TOA").
RECITALS:
C88- 124 -28
WHEREAS, the County, by and through the Eagle Valley Transit
Commission (hereinafter the "Commission "), owns, operates and
manages a people service transportation, which provides
transportation for visitors and residents between Gypsum, Eagle,
Edwards, Avon, the Beaver Creek Reception Center, Eagle -Vail,
Minturn, Tigiwon and Vail, Eagle County (the "County System "),
pursuant to authority granted by Title 11 of Article 30, and
Title 1.1 of Article 40 of the Colorado Revised Statutes, as
amended; and
WHEREAS, BCRC, d /b /a Beaver Creek Transit, owns, operates
and manages a transportation system within the Beaver Creek
Planned Unit Development (the "P.U.D.") (the "Beaver Creek
System "); and
WHEREAS, TOA is directly benefitted by the operation of a
portion of the County System within the Town of Avon and the
Beaver Creek P.U.D. (the "Avon System "), and therefore desires
to contract with the County to operate and manage the Avon
System and to provide resources to ensure the Avon System's
operation; and
WHEREAS, the parties hereto realize the interdependence and
the desirability of coordination between the County System,
including but not limited to, the Avon System, and the Beaver
Creek System; and
WHEREAS, the County, BCRC and TOA each is willing to fund a
portion of the costs of operating the County System, in the
amounts set forth in this Agreement, in consideration of the
benefits that each of the foregoing entities expects to receive
from the operation of the County System; and
a
C C
WHEREAS, the County is a body corporate and politic, and as
such, is empowered to make all contracts and do all other acts
in relation to the property and concerns necessary to exercise
its corporate and /or administrative powers; and
NOW, THEREFORE, the County, BCRC and TOA, in consideration
of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE I. TERM OF AGREEMENT
This Agreement shall be effective November 1, 1988, and
shall expire October 31, 1989, unless sooner terminated as
provided herein.
ARTICLE II. THE COUNTY SYSTEM
Section 1. MANAGEMENT AND OPERATION
A. The County System shall be operated and managed by the
Commission, an agency of the County whose establishment and
authority are reflected in Resolution #87 -63 of the Board of
County Commissioners. The Commission shall meet monthly and at
such other times as is necessary. The County, BCRC and TOA
shall each have the right to nominate one person for appointment
to the Commission.
B. The County shall strive to insure optimum and cost
effective performance in connection therewith. The County shall
pay close attention to and respect the views and advice of the
members of the Commission in the operation and management of the
County System.
C. The County anticipates providing the required service
through contracting with a private transportation provider (the
"Transportation Provider "). The County shall provide within the
County System a total of 23,127 in- service hours and 275,395
miles of bus operation.
D. In conjunction with the County System, BCRC shall
manage and operate the Beaver Creek System, which system shall
consist of services known as the "Free Beaver Creek Intravillage
Service," the "Free Parking Lot Shuttle," the "Employee
Shuttle," and the "Dial -A- Ride" Service. Said system is
estimated to include 325,051 in- service miles and 14,072
in- service hours.
11 -16 -88
-2-
E. The management and operation of the Beaver Creek System
is entirely under the responsibility and control of BCRC.
Neither the County nor TOA shall have any interest in or
obligation to manage and operate the Beaver Creek System. The
operation and funding of the County System is in no way
contingent on the operation of the Beaver Creek System.
F. The parties to this Agreement recognize the importance
of coordination of the Beaver Creek System and the County
System. The parties agree to use equipment, land, and drivers
interchangeably within the Beaver Creek System and the County
System, as necessary to operate such systems more efficiently.
Section 2. FUNDING OF THE COUNTY SYSTEM
A. The total cost of operation of the County System is
estimated to be $1,175,116.00. In addition to the estimated
cost of $959,700.00 for the County System as reflected on the
Eagle County Estimated Annual Budget, attached hereto as Exhibit
A and incorporated herein by this reference, are additional
costs totalling $215,416.00, as follows: $32,000.00 for
management labor, $5,000.00 for audit expense, $9,700.00 for
consultant - TDP, $1,700.00 for pass books and administration
expense, $175,466.00 for County System and Avon System bus
leases, $6,250.00 for employee ski passes and a credit of
$14,700.00 for a tax refund. The County agrees to contribute
$310,000.00 (the "County Portion ") pursuant to the terms and
conditions herein and agrees as follows:
(1) Commencing January 1, 1989, the County shall
contribute the County Portion. Prior to January 1, 1989, BCRC
shall pay the prorata monthly share of the County Portion,
subject to set off by BCRC of BCRC's payments made on behalf of
the County prior to January 1, 1989 against any payments due
from BCRC under this Agreement, in accordance with Article II,
Section 2, Paragraph C(1) hereof.
(2) The County agrees to lease from BCRC certain
equipment as identified in Exhibit B for use in the County
System for a total of $1.00 which shall be payable on November
1, 1988.
(3) In addition to the County Portion, estimated
revenues in the amount of $206,000.00 shall be credited against
the total cost of the County System.
11 -16 -88
-3-
B. In consideration of the County's operation of the Avon
System as set forth herein, TOA agrees to contribute $229,640.00
(the "Avon Contribution ") pursuant to the terms and conditions
herein and as follows:
(1) Commencing November 1, 1988, and continuing on the
first day of each month thereafter until May 1, 1989, or until
this Agreement is terminated as provided herein, TOA shall make
cash payments to the County of $23,214.29 for a total cash
contribution of $162,500.00.
(2) In addition to the above payments, TOA hereby
agrees to pay to the lessor of the busses identified in
Paragraph B(3) below in an amount equal to the lease payments
which become due during the period of this Agreement for each
and every bus leased. Such lease payments shall be $67,140.00.
(3) TOA hereby subleases to the County, for the term
of this Agreement, three Orion busses: VIN 2B1119771D5526827;
VIN 2B111977XE6001058; VIN 2B119771F6001241. County shall be
responsible for all care and maintenance of all said busses
during such lease.
C. In consideration of the County's operation of the
County System as set forth herein, BCRC agrees to contribute
$337,023.00 (the "Beaver Creek Contribution ") pursuant to the
terms and conditions herein and as follows:
(1) BCRC agrees to make a cash payment to County in
the amount of $160,000.00, which sum may be refunded by County
pursuant to Article III, Section C, Paragraph C(2) below.
(2) In addition to the above payment, BCRC hereby
agrees to pay the County's portion of payments which become due
during the term of this Agreement for the following leases:
(a) the Eagle -Vail Business Center bus
maintenance facility in an amount equal to $33,008.00;
(b) the Avon Center for office space in an amount
equal to $10,800.00; and
(c) the lease payments for the equipment
identified in Exhibit A attached hereto and incorporated herein
by this reference in an amount equal to $108,340.00.
11 -16 -88 -4-
(3) BCRC agrees to pay the utilities expenses for the
Eagle -Vail Business Center and the Avon Center in an amount
estimated to be $18,625.00.
(4) BCRC agrees to provide approximately 100 merchant
ski passes valued at $625.00 each, or an approximate total of
$6,250.00.
(5) BCRC agrees to provide, at no cost, real property
on which the buses may be parked when not in operation.
ARTICLE III. MISCELLANEOUS PROVISIONS
A. Default.
(1) If either BCRC or TOA neglects to make payments or
provide equipment or real estate as set forth herein, and BCRC
or TOA shall fail to remedy such default within 10 days after
receiving written notice by the County specifying such neglect
or failure, the County shall have the right to immediately
withdraw from or to limit service under this Agreement.
Notwithstanding the foregoing, BCRC and TOA shall have the
right, but not the obligation to cure each other's default.
(2) If the County fails to perform any condition,
covenant or obligation as set forth herein, and the County shall
fail to remedy such default within 10 days after receiving
written notice by either BCRC or TOA specifying such failure,
BCRC and /or TOA shall have the right to withdraw from this
Agreement immediately, and all obligations of BCRC and TOA
pursuant to this Agreement shall cease immediately.
B. Termination.
(1) In the event of termination by any party prior to
October 31, 1989, TOA shall be responsible for payment, 30 days
after receipt of an invoice from the County, of an amount equal
to 22% of the actual costs of operation of the County System to
the date of termination of service, less the Avon Contribution
previously made by TOA to the County under this Agreement.
(2) In the event of termination by any party prior to
October 31, 1989, BCRC shall be responsible for payment, 30 days
after receipt of an invoice from the County, of an amount equal
to 35% of the actual costs of operation of the County System to
the date of termination of service, less the Beaver Creek
Contribution previously made by BCRC to the County under this
Agreement.
11 -16 -88 -5-
C. Reconciliation.
D. Miscellaneous.
(1) This Agreement shall be construed under the laws
of the State Of Colorado. Any Covenant, condition, or provision
herein contained that is held to be invalid by any court of
competent jurisdiction shall be considered deleted from this
Agreement, but such deletion shall in no way affect any other
Covenant, condition or provision herein contained so long as
such deletion does not materially prejudice the any party in
their respective rights, and obligations contained in the valid
covenants, conditions, or provisions of this Agreement.
(2) All amendments to this Agreement must be made in
writing by mutual agreement of the parties, and no oral
amendments shall be of any force or effect whatsoever.
(3) It is mutually understood by the respective
parties hereto that during the term of this Agreement, BCRC and
TOA may not assign this Agreement without the written consent of
the County. All covenants, conditions and provisions in this
Agreement shall extend to and bind the legal representatives,
successors and assigns of the respective parties hereto.
11-16-88
f
(4) The sectional headings appearing in this Agreement
have been inserted for the purpose of convenience and ready
reference only. They do not purport to, and shall not be deemed
to define, limit or extend the scope or intent of the clauses to
which they appertain.
(5) This Agreement supersedes all previous
communications, negotiations and /or contracts between the
respective parties hereto, either verbal or written, and the
same not contained herein are hereby annulled.
(6) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
shall, in the aggregate, constitute but one and the same
document.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the respective dates set forth below to become effective
as of the 1st day of October, 1988.
COUNTY OF EAGLE, STATE OF COLORADO, by
pt� and through its Board of
�. County Commissioners
e• �i.. olTf�/�4 By:
t+ArADS Cha irma
P. O. Box 850
Eagle, Colorado 81631
11 -16 -88 -7-
Date:
11 -16 -88
BEAVER CREEK RESORT COMPANY OF
COLORADO, a Colorado rofit
corpor
By:
President
P. 0. Box 915
Avon, Colorado 81620
TOWN OF AVON, a Colorado municipal
corporation
By: `
Chairman/ Gloria M y - Mayor Pro Tem
P. 0. Box 975
Avon, Colorado 81620
-8-
EXHIBIT A
(Attached to and forming part of the Agreement
between Eagle County and
Beaver Creek Resort Company of Colorado
and Town of Avon
dated October 1, 1988).
ESTIMATED ANNUAL EAGLE COUNTY SYSTEM BUDGET
(Attached)
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EXHIBIT B
(Attached
to and forming part of the
Agreement
between Eagle County and
Beaver
Creek Resort Company of Colorado
and Town of Avon
dated October 1, 1988).
EQUIPMENT LEASED FROM
BEAVER
CREEK RESORT COMPANY OF COLORADO
Make
Model
Year Vehicle I.D. Number
TMC
T -30
1980
0014 -1
TMC
T -30
1980
0014 -2
TMC
T -30
1980
0014 -3
TMC
T -30
1980
0014 -4
TMC
T -30
1980
0014 -5
TMC
T -30
1980
0014 -6
TMC
T -30
1980
0014 -7
TMC
T -30
1980
0014 -8
TMC
T -30
1980
0014 -9
TMC
T -30
1980
0014 -10
TMC
T -30
1980
0014 -11
TMC
T -30
1980
0014 -12
TMC
T -30
1980
0014 -13
TMC
T -30
1980
0014 -14
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