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HomeMy WebLinkAbout2015-15 IGA with CDOT Regarding Bustang Access RESOLUTION NO. 15 Series of 2015 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT (THE "IGA") BETWEEN THE TOWN OF VAIL AND COLORADO DEPARTMENT OF TRANSPORTATION REGARDING BUSTANG ACCESS; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the "Charter"); WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; WHEREAS, the Colorado Department of Transportation ("CDOT") wishes to have limited Commercial Vehicle access at the Town's Village Transportation Center for the purpose of picking up and discharging CDOT Bustang passengers; WHEREAS, the Council's approval of Resolution No. 1 5, Series 2015, is required to enter into the IGA. NOW THEREFORE, B E IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves the IGA and authorizes the Town Manager to enter into the IGA with CDOT on behalf of the Town in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a r-•ular meeting of the Town Council of the Town of Vail held this 2nd day of June, 20 Andrew P. Daly _ Town Mayor ATTEST: P. cKen y „„ 'own C -rk a►N •F‘‘h •..< i. I • SEA • i li • `‘∎ 4ORAV=- Resolution No.15,Series of 2015 ACCESS AGREEMENT Between Town Of Vail, Ace Express Coahces,LLC And The Colorado Department of Transportation This Agreement("Agreement")is made this day of , 2015,between Town of Vail("Local Agency"or"TownAce Express Coaches, LLC ("Ace Express", "Contractor"or "Operator")and the STATE of COLORADO acting by and through the Department of Transportation ("State"or"CDOT"). The Local Agency and CDOT may also be referred to herein individually as a "Party"or collectively as the"Parties". RECITALS 1. Local Agency owns and operates transit station at Vail Transit Center, 72 S. Frontage Road in Vail,Colorado 81657 hereafter referred to as"Facility"or"Premises". 2. CDOT operates the Bustang Service through Contractor. 3. The lines of the Parties connect at Vail Transit Center. 4. The purpose of this Agreement is to allow Contractor limited access to Vail Transit Center for the purpose of picking up and discharging CDOT Bustang passengers. TERMS AND CONDITIONS A. PURPOSE CDOT wishes to have Commercial Vehicle access at Local Agency's transportation facility located at 72 S.Frontage Road,Vail,Colorado,81657 more particularly described below,for the purpose of engaging in transportation of passengers and luggage,and has requested access to Local Agency's Premises to accomplish this objective.The Parties have determined the Premises are an appropriate site for this purpose. B. LICENSE Subject to all the terms and conditions hereof,Local Agency hereby grants to CDOT and Contractor a non-exclusive license("License")for the right of ingress and egress over and upon the Local Agency Facilities,as is depicted on Exhibit A,which is attached hereto and fully incorporated by reference herein,solely for use as a bus pick-up and drop-off location,and for certain other activities incidental thereto,as may be particularly described herein. 1. CDOT and Contractor are prohibited from constructing any fixtures or improvements on the Local Agency Facilities. 2. This Agreement is subject to all outstanding rights,including any and all existing licenses affecting the Local Agency Facilities,whether recorded or unrecorded,and is subject to Local Agency's rights to renew and extend the same. 3. CDOT and Contractor acknowledge that the Local Agency Facilities are located on property that is currently used as a Local Agency transit center.CDOT and Contractor shall not 1 interfere with Local Agency's use and/or maintenance of the Facility,nor interfere with the public use of the Facility. Local Agency shall retain all other rights in and usage of the Local Agency Facility not inconsistent with the reasonable enjoyment of this License. 4. CDOT and Contactor shall not permit any lien to be placed on Local Agency property arising from performance of work hereunder,and shall promptly cause any such lien to be removed. 5. The right to use the Local Agency Facility granted hereunder is hereby contracted for and shall be granted with respect to the Local Agency Facilities in its"as is"physical condition without any further warranty,express or implied.This grant is subject to all other prior granted or reserved rights and interests in the Local Agency Facility, if any,whether of record or not. C. CDOT and CONTRACTOR ACTIVITES CDOT Shall notify Local Agency of its requested date when Contractor would like its service at Local Agency Facility to commence,but such notification shall occur no later than 3 days prior to the date CDOT would like service to commence. Local Agency shall notify CDOT in writing of the date service may commence. 1. CDOT's Contractor shall utilize the locations designated in Exhibit A as its passenger loading and unloading points. All CDOT Bustang buses operated by Contractor shall enter and exit Local Agency Facility in accordance with the directional signage and street markings displayed at Facility. 2. Contractor shall operate the Bustang Service in accordance with the times of service and number of buses as provided in Exhibit B,which is attached and fully incorporated by reference herein. 3. Contractor shall have access to all common areas of the Premises open to the general public such as waiting areas,restrooms,walk ways,and any other areas required for passenger movements. 4. By written notification(Exhibit C),the Parties may hereunder modify the schedule and access locations,as provided in Exhibits A and B,as necessary to effectuate the Agreement. 5. CDOT and Contractor shall immediately notify Local Agency dispatch,if applicable,at the number listed in Exhibit A if any accident or injury to person is observed on Local Agency property whether or not such accident involves Contractor vehicles and/or employees. Contractor drivers,supervisors and other employees shall strictly adhere to all instructions communicated by Local Agency Dispatch.CDOT and its employees and Contractor and its employees agree to cooperate with the Local Agency in any investigation into any such event. 6. In its provision of the transportation services related to this Agreement CDOT shall be solely responsible for compliance with all applicable statutes,laws and regulations,including but not limited to the Americans with Disabilities Act.Other than as specifically provided herein, Local Agency shall not be responsible for any transportation services,including but not limited to compliance with all applicable statutes,laws and regulations. 2 D. CONDITION OF PREMISES Local Agency shall maintain Premises in the same condition they were in at the commencement of this Agreement,reasonable wear and tear excepted. The Local Agency shall maintain Premises at their sole expense with no contribution from CDOT or Contractor. E. TERM OF AGREEMENT This Agreement, including the License herein,shall become effective as of the date first written above and shall continue until terminated by any of the Parties.The Parties may terminate this Agreement, including the License granted herein,with 180 days' prior written notice. F. NOTICES For CDOT: For Town of Vail: Mike Timlin Mike Rose,Transportation Manager 4201 East Arkansas 241 South Frontage Road East,#4 Denver, CO 80222 Vail,CO 81657 303-757-9648 970-479-2349 Michael.timilin @state.co.us mrose @vailgov.com For Horizon Coach Lines: John Montgomery Ace Express Coaches,LLC President&CEO 15150 Preston Road, Ste. 300 Dallas,TX 75248 Ph: 972-980-3991 Cell: 469-401-5908 Email:john.montgomery@aaahinc.com G. STATUS OF PARTIES The Parties shall be solely responsible for hiring,supervising and discharging of their own employees or contractors.Local Agency shall have no responsibility for,nor authority or control with respect to,the supervision and management of the CDOT employees,Contractor employees or other employees or contractors who work in connection with the transportation service provided in this Agreement. The Parties agree that the status of each Party shall be that of any independent contractor to the other,and it is not intended,nor shall it be construed that one Party or any officer,employee, officer,agent or representative of the other Party.Nothing contained in the Agreement or documents incorporated by reference herein or otherwise,creates any partnership,joint venture or other association or relationship between Local Agency,CDOT and Contractor.Any approval, review,inspection,direction or instruction by Local Agency or any party on behalf of Local Agency shall in no way affect any Party's independent contractor status or obligation to perform 3 in accordance with this Agreement.No Party has authorization,express or implied,to bind the other to any agreements,liability,or understanding except as expressly set forth in this Agreement. H. INSURANCE CDOT,through Contractor,shall procure and maintain for the duration of the agreement titled, Access Agreement, insurance as set forth below against claims,damages, losses,and expenses which may arise from or in connection with the performance of this Agreement.Contractor will carry all required insurance with CDOT and Town of Vail as additionally insured. i. GENERAL LIABILITY: Commercial General Liability Insurance shall be written on an ISO form CG 00 01 occurrence form or equivalent for hazards of: (a)Operation,(b) Subcontractors and Independent Contractors with minimum limits of$2,000,000 each occurrence and$4,000,000 aggregate. The general aggregate coverage limits shall apply per project and shall be evidenced on the Certificate of Insurance. Insurance shall include contractual liability coverage sufficient to meet the requirements of this Lease Agreement (including defense costs and attorney's fees assumed under the contract,which shall be payable in addition to the limit of liability.). a. The General Liability policy shall be endorsed to name the STATE,its agents, officers,directors,officials,employees,volunteers as additional insureds. The coverage shall contain no special limitations on the scope of protection afforded to Additional Insured parties. b. Coverage shall be primary and non-contributory as respects to any insurance held by the STATE. Any insurance or self-insurance maintained by the STATE shall be excess of that insurance maintained by CONTRACTOR. c.The policy shall be endorsed to waive subrogation in favor of Additional Insured parties. ii. BUSINESS AUTOMOBILE LIABILITY: Commercial Automobile Liability insurance covering all owned,leased and non-owned vehicles used in connection with the Scope with minimum limits of$5,000,000 Combined Single Limit. Insurance shall include coverage for bodily injury,death and property damage to Lease Vehicles arising out of ownership,maintenance or use of any motorized vehicle and Contractual Liability coverage,and contractual liability coverage sufficient to meet the requirements of this Lease Agreement. a. The Commercial Business Automobile policy shall be endorsed to name the STATE,its agents,officers,directors,officials,employees,volunteers as Loss Payees and Additional Insureds.(CA 20 01 10 13 or its equivalent). b. Coverage shall be primary and non-contributory as respects to any insurance held by the STATE.Any insurance or self-insurance maintained by the STATE shall be excess of that insurance maintained by CONTRACTOR. c. The policy shall be endorsed to waive subrogation in favor of Additional Insured parties. d. The policy shall be endorsed to include Motor Carrier Act endorsement-Hazardous Materials Cleanup(MSC-90),if applicable. iii. WORKERS' COMPENSATION:Worker's Compensation Insurance and Employer's Liability Insurance(including occupational disease)to cover statutory benefits and limits under the Worker's Compensation laws of any applicable jurisdiction in which the Scope 4 is to be performed Employers' Liability Insurance with minimum limits of$1,000,000 Each Accident,$1,000,000 Disease Each Employee$1,000,000 Disease Policy Limit. a. Policy shall include a waiver of subrogation in favor of the STATE,its officers, directors,officials,employees,and volunteers. iv. EXCESS/UMBRELLA LIABILITY:Commercial Umbrella/Excess Liability Insurance for bodily injury and property damage liability must sit over CONTRACTOR's primary Employer's Liability, Commercial General Liability and Commercial Automobile Liability with minimum limits of$10,000,000 each occurrence and aggregate. a. All coverages and terms required under the Commercial General Liability, Automobile Liability and Employer's Liability must be included on the Excess/Umbrella Liability policy. b. CONTRACTOR's Excess/Umbrella Liability Policy shall provide liability coverage, subject to the terms and conditions of the policy,in excess of all available underlying coverage before any primary or excess coverage held by any Additional Insured. v. COMMERCIAL CRIME: CONTRACTOR shall provide Commercial Crime coverage in the amount of$5,000,000 covering employee dishonesty involving money,theft, disappearance,and destruction of money and securities.The Commercial Crime policy must be endorsed to cover Third Party Fidelity. Additionally to ensure payment to the state,the policy should include the the STATE as a Loss Payee. vi. PRIMACY OF COVERAGE: Coverage required of Contractor and subcontractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. I. NO EFFECT ON SERVICE Nothing in this Agreement shall be construed to limit Local Agency's right to establish routes or services or perform any functions authorized by C.R.S.§32-9-101,et seq. Similarly,nothing in this Agreement shall be construed to limit CDOT and Horizon's rights to determine routes or service. Lastly,nothing herein guarantees any Local Agency Service to CDOT's,Contractor's or Local Agency's passengers and fare holders. J. ASSIGNMENT Other than as specifically provided herein,the Parties agree that they will not assign or transfer any of their rights or obligations under this Agreement,including but not limited to the License granted herein,without first obtaining the written consent of the other Parties. K. NO THIRD PARTY BENEFICIARY The Parties expressly agree that enforcement of the terms and conditions of this Agreement, including but not limited to the License granted herein,and all rights of action relating to such enforcement,shall be strictly reserved to the Parties,and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person on such Agreements,including but not limited to subcontractors,subconsuhants,and suppliers. The Parties expressly intend that any person other than the Parties who receives funding,services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 5 L. LEGAL AUTHORITY Local Agency, Contractor and CDOT represent or warrant to each other that they have all necessary legal authority to enter into this Agreement and to perform their obligations hereunder and that this Agreement does not conflict with any other agreement that each Party is subject or to which it may be bound. The person signing and executing this Agreement on behalf of each Party represents that he/she has been fully executing this Agreement and to validly and legally bind a Party to all the terms,performances and provisions herein set forth. The Parties shall have the right,at their option,to either temporarily suspend or permanently terminate this Agreement,if there is a dispute as to the legal authority of the other Parties or the persons signing the Agreement to enter into this Agreement.None of the Parties shall be obligated to perform any of the provisions of this Agreement after it has suspended or terminated this Agreement as provided in this paragraph. M. AMENDMENTS This Agreement may be modified or amended only by a written document duly executed by both Parties. N. PRIOR AMENDMENTS The terms and provisions of this Agreement,including but not limited to the Recitals above,the Exhibits incorporated by reference herein,and the License granted herein,represent the entire understanding of the Parties with respect to the subject matter of this Agreement,and merge, incorporate and supersede all prior communications between CDOT,Contractor and the Local Agency concerning that subject.No representations or warranties are made by CDOT or Local Agency except as herein set forth. O. CONFLICT OF INTEREST No officer,member,or employee of each Party and no members of a governing body,and no other public official or employee of the governing body of the locality or localities included within Local Agency,during his or her tenure or for one year thereafter,shall have any interest, direct or indirect,in this Agreement or the proceeds thereof. P. WAIVER AND BREACH The waiver of any breach of a term hereof shall not be construed as a waiver of any other term,or the same term upon subsequent breach. Q. GOVERNING LAW Each and every term,provision,condition,of this Agreement is subject to the provision of Colorado law.This Agreement is subject to such modifications as may be required by changes in Colorado or federal law,or their implementing regulations.Any such required modification shall automatically be incorporated into and be part of this Agreement on the effective date of such change as if fully set forth herein. R. SEVERABILITY The Parties expressly agree that if any part,term,or provision of this Agreement is by the courts held to be illegal or in conflict with any state or federal law,rule,or regulation,the validity of the remaining portions or provisions shall be affected,and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular part,term,or provision held to be invalid. 7 SIGNATURE PAGE(A.-C.) THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT *Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. A. THE LOCAL AGENCY THE LOCAL AGENCY Town of Vail Town of Vail 2°d Signature if Required Print: Print: Title: Title: *Signature *Signature Date: Date: 8 B. Ace Express Coaches,LLC Ace Express Coaches,LLC 2"d Signature if Required Print: Print: Title: Title: *Signature *Signature Date: Date: 9 1 C. STATE OF COLORADO LEGAL REVIEW John W.Hickenlooper,GOVERNOR Cynthia H.Coffman,Attorney General Colorado Department of Transportation Shailen P.Bhatt,Executive Director By: Joshua Laipply,P.E.,Chief Engineer By: Signature-Assistant Attorney General Date: Date: 10 EXHIBIT A Vail Transit Center—72 S. Frontage Rd.,Vail,CO 81657 Dispatch#: Aerial View i :1.,,,,,, a �. , , I 'ice midagado. ft WPM • 1, 1411 Ground View a. a �, . ,AO Exhibit A-Page I of I EXHIBIT B- Schedule WEST LINE - BLUE EASTBOUND 701 Glenwood Springs (South Glenwood BRT Sta.) Glenwood Springs(West Glenwood Park £t Ride) Eagle (Chambers Park £t Ride) 50 AM Vail (Vail Transportation Center)Arr 20 AM Vail (Vail Transportation Center)DEP 25 AM Frisco (Frisco Transfer Center) Arrive 55 AM Frisco (Frisco Transfer Center)Depart :55 AM 10:05 Lakewood - Denver Federal Center i AM 10:20 Denver Union Station ARR AM 10:25 Denver Union Station DEP AM ." 10:35 Denver Bus Center ,,.. WEST LINE - BLUE WESTBOUND 700 Denver Bus Center WNW Denver Union Sation Arr 20 PM Denver Union Station Depart :35 PM Lakewood - Denver Federal Center 35 PM Frisco Arr 05 PM Frisco Depart 10 PM Vail Arrive 40 PM Vail Depart 20 PM Eagle :30 PM Glenwood Springs(West Glenwood Park £t Ride) ')"if • �l Glenwood Springs (South Glenwood BRT Sta.) ' 30 P Exhibit B—Page 1 of 1 EXHIBIT C—Sample Change Letter [Date] [Local Agency Name] [Local Agency Contact] [Local Agency Address] Change Letter#: Project#: Original Routing#and Current Routing#: Subject: To notify of change to Bustang Bus Schedule at[Park and Ride Name or Transit Station Name] Dear Ms./Mr. This is with regard to the contract signed between [Local Agency Name]and Ace Express Coaches, LLC ("Ace Express")and the State of Colorado acting by and through the Colorado Department of Transportation ("CDOT")executed on [date of execution]with regard to the Bustang Bus Service Access to Local Agency's [Park and Ride Name or Transit Station Name]. In accordance with Section C.4 of the original Access Agreement,CDOT and Ace Express are modifying the Bustang bus schedule as shown in the attached schedule. The modified schedule is effective on [Date]and will remain in effect for the Term of the Access Agreement or until modified by a future Change Letter.Should [Local Agency Name]disagree with the schedule changes provided by CDOT and Ace Express, [Local Agency]should contact the CDOT contact listed under Section 4, Notices,within 10 days of the date of this Change Letter. Thank you, DTR Director Exhibit C— Page 1 of i