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Home My WebLink AboutC98-282 ECRegional Transportation Authority and Town of Vail,�,qg- 2g2- - 0 3 EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY/ TOWN OF VAIL TRANSPORTATION SERVICES AGREEMENT THIS AGREEMENT is entered into this -_'"day of L c 0' , 1998, effective January 1, 1998, between the Eagle County Regional Transportation Au ority, an inter -governmental agency ("ECRTA") and the Town of Vail, a Colorado municipal corporation ("Vail"). RECITALS WHEREAS, the TOV and ECRTA wish to continue to provide public transportation services between Gypsum, Eagle, Edwards, Avon and Vail, Colorado; and WHEREAS, the parties wish to cooperation in the provision of regional transportation service as set forth in the regional services plan attached as "Exhibit A" and incorporated herein ("transportation services"); and WHEREAS, the parties wish to enter into an agreement to set forth the terms and conditions of such service. AGREEMENTS NOW THEREFORE, the parties agree as follows: TERM OF AGREEMENT. This Agreement shall commence on January 1, 1998 and shall expire on December 31, 1998, unless sooner terminated or extended. 2. SCOPE OF SERVICES. During the term of this Agreement, TOV shall operate and maintain the System under the name "Eco transit" and shall provide certain services, including but not limited to the routes and hours of service for 1998 as affixed to and are incorporated in this Agreement as "Exhibit A". The same are prepared for budgetary and planning proposes and are not to be construed as necessarily limiting TOV. Should TOV wish to change routes and hours of service, excluding minor alterations in daily schedules, TOV will consult with ECRTA. 3. FUNDING, COMPENSATION, INVOICING, PAYMENT AND RECONCILIATION. (A) Funding for the services described in "Exhibit A" will be by ECRTA. (B) . Compensation, ECRTA shall compensate TOV by payment of an annual total cost of $168.545.80. Compensation is based in accordance with an annual expense budget identified in "Exhibit A", approved by ECRTA. rOft\ Al (C) Invoicing and Payment. The annual total cost is payable in monthly installments of $14,045.50. Due and payable by August 31, 1998 is the amount of $112,364.00 for services rendered from January 1, 1998 through August 31, 1998. The balance of the payments shall be due in monthly installments of $14,045.50 which is payable by the last day of each succeeding month. 4. OPERATION OF TRANSPORTATION SERVICES. The day to day operation of the transportation services shall be the sole responsibility of TOV. TOV shall provide all employees necessary for the efficient operation of the system and, in addition, shall provide for the reasonable maintenance of all equipment utilized in the provision of transportation services as provided for in this Agreement. All persons employed by TOV in the operation of the transportation services shall remain employees of TOV. Standards of performance, discipline of employees and all other matters incidental to the performance of such services and the control of personnel so employed shall remain with TOV. All persons employed by TOV in the performance of transportation services shall be paid directly by TOV and no other party shall assume any liability for the direct payment of salaries, benefits, wages, or other compensation to such personnel. TOV shall be solely liable for the compensation or indemnification of any such employee for injury or sickness arising out of his or her employment. Employees of the TOV are not employees of Eagle County, for any purpose. 5. VEHICLES. (A) All vehicles shall be returned by the TOV at the end of the term or earlier termination of this Agreement in the same condition as received, ordinary wear and tear excepted. (B) TOV has received vehicles from ECRTA. Said vehicles being delivered to TOV shall be deemed included in the Agreement and shall remain the property of ECRTA upon termination of this Agreement. 6. COLLECTION OF REVENUES. (A) TOV shall be responsible for the collection of farebox revenues, bus pass and discount ticket sales for the services outlined in "Exhibit A." Said revenues shall be collected daily by the employees of TOV and its agents collecting revenue from bus pass sales. (B) TOV shall make available annually an accounting of the revenues collected. The amount of the farebox shall be credited to ECRTA and by that amount reduce the total cost. 7. BUDGET AND EXPENDITURE OF FUNDS. (A) TOV shall submit to ECRTA as part of this Agreement the projected expenditures as "Exhibit A" for the term of this Agreement. ,AAN 140� (B) TOV shall keep or cause to be kept true, accurate and complete accounting records of all business and financial transactions conducted pursuant to this Agreement, and shall make such records available to ECRTA upon a reasonable request thereof. 8. INDEMNIFICATION. ECRTA agrees to indemnify, defend, and hold harmless to the extent allowed by law, TOV, its respective agents, officers, and employees of and from any or all loss, cost, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, including reasonable attorney fees arising out of the indemnifying parties intentional or negligent acts, errors, omissions, or those of its agents, officers, servants and employees. Likewise, TOV agrees to indemnify, demand and hold harmless to the extent allowed by law, Eagle County, its respective agents, officers, and employees of and from any loss, cost damage, injury, liability, claim, liens, demands, action and causes of action whatsoever, including reasonable attorneys fees arising out of indemnifying parties intentional or negligent acts, errors, omissions, or those of its agents, officers, servants and employees. 9. INSURANCE. Each party shall respectively provide its own provide its own public liability, property damage, and errors and omissions insurance coverage as such party may deem adequate and necessary to protect against any potential liability arising from this Agreement. Further, each respective party shall name, subject to the approval of their insurance carriers, each respective party as a co-insured under such insurance policies to the extend of any potential liability arising under this Agreement and shall provide evidence thereof. 10. TERMINATION. Except as provided herein, either party may terminate this Agreement with or without cause, by giving the other party at least sixty (60) days prior written notice. In the event of such termination, TOV shall be paid its costs, including but not limited to, payment for all services performed up to and including the date of termination and un-reimbursed Fixed Costs. All of the foregoing costs shall be determined on a pro rata basis allocated as of the date of termination. Upon termination of this Agreement, TOV shall take immediate action to discontinue the Services and operations in an orderly manner. If this Agreement is terminated by either party, ECRTA shall continue to make payments to TOV, subsequent to such termination until the obligations are satisfied or released, equal to all obligations of TOV incurred pursuant to this Agreement and due to others, which continue after the date of such termination. Such obligations may include, but are not limited to, lease payments on then existing garage, office space and on future insurance costs related to the operations of the System. ,AWAk, /Odlk\ 11. DEFAULT AND FORCE MAJEURE. (A) Default. If either party (i) Fails to perform in accordance with the terms, covenants and conditions. of this Agreement or is otherwise in default of any of the terms of this Agreement, or (ii) Files involuntary petition in bankruptcy or is declared bankrupt or makes a general assignment for the benefit of its creditors, or is placed under a general -receivership, that party shall be deemed to be in default under this Agreement and the other party, after giving ten (10) days prior written notice to the other party of the alleged default, and upon said defaulting . party's failure to cure such breach or to reasonably commence to cure such breach within said ten (10) days, the non -defaulting party shall have the rights. set forth in Section 12 hereof. (B) Force Majeure. In the event TOV is unable to perform any of the services required hereunder because of acts of God, outbreak of war, earthquake, fuel embargo or similar events beyond the control of TOV, excluding normal weather variations, then TOV's obligation to perform the Services under this Agreement shall be suspended during that period of time that such conditions exist. 12. REMEDIES. In the event that either party defaults under this Agreement, as set forth in Section 11 above, the other party shall have the following rights and remedies (but in no case the obligation), in addition to all other remedies available to it at law or in equity, and none of the following, whether or not exercised by the non -defaulting party, shall preclude the exercise of any other right or remedy whether herein. set forth or existing at law or in equity: (A) Termination. The non -defaulting party shall have the right to terminate this Agreement by giving notice in writing to the defaulting party, subject to the right- to cure, pursuant to Section 11 hereof. . (B) Legal Action. The non -defaulting party shall have the right to enforce this Agreement in a court of competent jurisdiction or seek such other equitable relief as may be appropriate, including but not limited to, temporary restraining orders and injunction. (C) Reimbursement. In connection with the enforcement of any or all of the remedies set forth herein, the party found to be in default agrees to reimburse the other party for all of its reasonable attorney fees and related expenses. 13. MISCELLANEOUS PROVISIONS. (A) Headings for convenience. Headings which appear in this Agreement are for convenience only. They do not operate to define, limit or describe the scope of terms of this Agreement. ... (B) Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. (C) Severability. The invalidity of a provision, paragraph, sentence, clause, phase or word shall not affect or destroy the remainder of this Agreement. ` (D) Waiver. The waiver of a breach of any of the provisions of this Agreement by any party shall not constitute waiver, or waiver of any subsequent breach by a party or another provisions of this Agreement. (E) Amendments. This Agreement may be modified, amended or changed in whole or in part only by agreement in writing executed by all parties to this Agreement. (F) Assignments. This Agreement may not be assigned by either party without the prior written consent of both of the respective parties hereto. (G) This Agreement does not and shall not be deemed to confer upon nor grant to any third parry any rights to claim damages or to bring any lawsuit, action, or other proceedings against any of the parties because any breach hereof or because of any terms, covenants, agreements, or conditions contained in this Agreement. (H) ECRTA's financial obligations under this Agreement are contingent upon sufficient revenues being appropriated within its budget. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above writlgn. TOWN OF VAIL =: EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY, an inter -governmental agency BY: .. un�np� By:� Robert W. McLaurin Town Manager Its: Chairman ATTEST: ATTEST: Aelleionaldso , Town Clerk Bane, wmcywa memkcn.v...g -- - — +J GYPSUM 1998 EF MATE Datc:3/31/98 "Figures baser! on S 12.50 a hour, $.95 a mile. Sumner calculated at 31 weeks and winter calculated at 1 weeks. Su1VIMER:(31 weeks, 1 bus. wWpm runs) Mileage: 39.9-2R miles @S .95 a mule= 537.931.60 Hours: 1,193.50 @ $12.50= 314,919,25 Summer Tirtatrnst: S52.858-35 WYNTER:(21 wecks,Z huses.urniprn cuus.mid-day ►uu,skicr express) Milenc; Am/Pm runs 54.096 Mid- day runs 11,760 Skier Expmss 3.30 Total Mileage: 69.216 miles Hours: Am/Prn & Mid runs 2,131.50 Skier Express ..105 l'otal Hours 2.236.50 hours Milcase: 69,216 {a) $.95 a mile— $651,765.20 Hours: 2.236.50 fir) $12.50 = N27. . Winter Total cost: S93,711A5 Overall cost for year: (Surnmor) SIZASO-35 (Winter) $93,711.4ks (Admin fee 1 %) Total cost: S1689545.90 * Deadhead miles under estimed for provious year. Calculations for previous estimate did not include mid -day tun and skier express. Also at time of calculation had staffout of Gypsam to drive route and those drivers quit,so we deadheaded vehicles which added 4 more tripe to' cstimatc. * Hour atUastment for previous year was based on average ofwap raage.which was S 11.00 a hour. That figured has been adjusted to S 12.50 a how toward Full-time Ycar round to handle servic- if 11CCdcd. Exhibit A 1ja , ypsum - Eagle Valley Hi h school 1-OOP agle County Bldg (5th b Wall) 1:10P OW County 1-70 Loaf 'N Jug 1:13P von Center 1:35P all Transportation Canter 1:50P VAI . TO DOTSERO all Canter 4:30P 5:30P von 4:45P 5:45P glg5:07P Moun 8:07P oglSth 6 Wall) 5:10P a:IOP ypsum - "gie Valley High School 5:20P 6:20P 0taoro 5:35P 6 35P r 1 r Saturday & Sunday Only ypsum - Eagle Valley High school 7:25A le County Bldg (5th d Wall) 7:30A gig County 1-70 Loaf 'N Jug 7:33A von center 7:55A all Transportation Center 1310A Be ^ , County Regional Tr nsoortation Authority BUS SCHEDULE INFORMATION: Supervisor's Off Ice: 479-2358 Operations Manager: 479-2174 Lost and Found: 478-2208 24 Hour Bus Information: 328-8143 TDD 479-2825 Avoid parking hassles, trattk congastlon and the high cost of driving by tiding with u■ every day FARES WALK UP RATES $3.00 one way ticket $5.00 round trip ticket ADVANCE PURCHASES $25-00 ten round trip tickets Corporate rates available: call 479.2358 SPECIAL RATES $200 Adult season passes; $50 Student season passes $1.00 one way tickets for students and children $1.00 one way tickets for seniors 62 years or over Tickets available at the following locations: Gypsum Stop'N save Avon City.Market Eagle Loaf'N jug Eagle Pharmacy Vail Transportation Center Vail Municipal Building For ticket information call 479-2358 Be early to your stop, watches may vary. Buses use: Greenwich Meal Time: 303-499- 7111 Actual arrival times ma vary due to traffic, conditions. MORNING [ AFTERNOON I. Summer 1998 April 20 - November 23 STUDENTS RIDE FOR FREE Be early to your stop, watches may vary. Buses use. Greenwich Mean Time: 303-499-7111 Actual arrival times may vary due to traffic, construction or weather conditions. 60 rl II �, try i env MAPA 48-- ,O[)i@9 t0: t . Accounting 2, 3. 4. P4/