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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) fgi - " V a A 2 r OA1. p0S8N pN S or. 1E ii ■ so on 'a N en i PNM 14 go PM 0 0 08 ^% Oil r's N N i i N M E 11 cc Qf 9 R 0 Q M, 0 oi is 0 10 ty I Wt Olt S: C; pry II to 0 0 0 ln00 8 N pN, . 01 CL: h tl ry CY ry O UO coo 0 E 1�5 A 00 t P- rl: 10 11 10 V 11 Bell 10 ry M N r m ly an to coo- 0 00 P% t C E 9 .0 ry i m CO M oz Of cc at us 0 0-6 x oc & a.- 09L U;- Oro* SOtpy yO�pO8 OOOO OM N N 1qp O P pp NP 1 W dO IrH� pOOfnyO � IMF yry� �Ch N1Gy�1 M�P~1NMMt � ID SMp�p.� � P ��YyM1 1 .St r0 �Ia��Pf�S ON � 1�. V • � M^MAN aON N-:.N � ^ �dN � N YNA : P In PI.AA ^dr � ^ C O i 1 H i C ppp 1 N N P 8_O .M.pp pOpO 000000 * 00 �O .O 1 .� p.Ap 10M1� 1 Op.Ord n0 n O P 1 N O � ✓d'O O M � M �OM � S O:PC i � R1 NN YNCYt 1 M In M r .. 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IOO iP N NONN VN N N• -Y'Oin dtv i O -UAM f� 4_4 i A N M 1 j 1 I 1 1 j 1 I p� pp 1 1 p y� �p 1 1pp p V� �p p 1 10 a i 8EW 0000009 §0 , cy N Y1 N0 O 00N NJ N010nP ^ 1Nn M vCt r i O� M r r i lq •= .� r�^ r N N i N M •- v � O� r r fV hl i • 1 • M � Y ` W Tr 1 o6p tl N •+ O • U y y Y Q� • p� ��4C N7 pp•1 �1 tN. � N 8 J Y l to Z tl M y j N r-O Y xl • i•/ J NC V'u yp ■ M r (fit tp (Q�1 YCYCY gT >� N(C a .1u IN I 1�y71 ` � OC ` SCa �� y •Yp L L Yom. N Q yp ~ IaG �n M `B !IIYII�)11 tl JLa W.C.0 >KU�iIW H C U H COU �( 1 SELL pQ 6�8r 1-. M i <00 sVV ti W NC �OL � �•tOG � <�CYY O� aw C, C; 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 aw