09-25-2013 Beaver Creek Metropolitan District (2) Vehicle and Equipment Maintenance Service AgreementVEHICLE AND EQUIPMENT SERVICE AGREEMENT
This agreement is made and entered into this 2tj "day of 2013 by and between
Beaver Creek Metropolitan District whose address is P.O. Box 2560, Edwards Colorado, 81632
(hereafter know as ``BCMD") and the Town of Avon whose address is P.O. Box 975, 500 Swift
Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor").
In consideration of the obligation of BCMD to pay the Contractor as herein provided and in
consideration of the other tenns and conditions hereof, the parties agree as follows:
1. Contractor Services: Contractor will, during the term of this Agreement, provide the
following services (collectively the "Services"):
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the
BCMD vehicles and equipment. Service will be performed on approximately 22 transit
buses listed in Exhibit A. The number of vehicles serviced may be increased or decreased
in BCMD's sole discretion. Routine Maintenance will be performed at a minimum
frequency and scope of work consistent with the manufacturer's recommendations or
when initiated at the request of BCMD.
(b) Repair and replacement work as requested by BCMD ("Repair and Replacement"). No
payment for any Repair and Replacement shall be due unless BCMD has approved of
such charges. Services may be commenced with verbal approval by BCMD of a written
or verbal estimate provided by Contractor. Repair and Replacement includes, without
limitation, transmissions repairs, engine repairs, rear end repairs and any other work or
repairs exceeding $2,000.00. BCMD acknowledges that subcontractors will perform
certain repair work. Contractor shall be responsible for assuring that all such
subcontracted work will be performed promptly and in accordance with the terms and
conditions of this Agreement.
2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped
and that it has a sufficient staff to perform all work in a timely manner.
3. Compensation: In consideration of Contractor's services during the term of this Agreement,
BCMD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and
Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment
and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall
be charged at cost plus fifteen percent (15%). Invoice shall be issued by the 10`h of each
month for services performed the previous month. Payment shall be remitted within thirty
(30) days of receipt of invoice. Contractor's Fueling Facilities may be used by BCMD. The
cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per
gallon.
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4. Terms and Termination: This Agreement will be effective as of October 1, 2013 and will
terminate on September 30, 2014 unless either party fails to substantially perform the duties
and obligations in accordance herewith. In such an event, the other party may terminate this
Agreement upon seven (7) days written notice to that party, unless that party cures the breach
within the seven (7) day remedy period. Either party may terminate this Agreement without
cause upon thirty (30) days written notice.
5. Relationships and Taxes: The relationship between the parties is that of independent
contracting parties, and nothing herein shall be deemed or construed by the parties hereto or
by any third party as creating a relationship of principal and agent or partnership, or of a joint
venture between the parties. Contractor shall be solely responsible for any tax, withholding
or contribution levied by the Federal Social Security Act. Contractor is not entitled to
unemployment compensation or other employment related benefits, which are otherwise
made available by BCMD to its employees. Contractor shall provide BCMD an original of
its Form W-9 (Request for Taxpayer Identification Number of Certification).
6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike
manner. Contractor shall promptly correct any defective work at contractor's sole cost and
expense. This warranty shall be in lieu of all other warranties, express or implied.
Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the
warranty provided for herein.
7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may
not be assigned to any third party without the expressed written consent of BCMD, and any
attempt to do so shall render this Agreement null and void and no effect as respects the
assignee (s) and shall constitute an event of default by Contractor.
8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or
conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor
shall any waiver or relinquishment of any right or power hereunder at any time or more times
be deemed a waiver or relinquishment of such right or power at any other time or times.
9. Benefit: The terms, provisions, and covenants contained in this Agreement shall apply to,
inure to the benefit of and be binding upon the parties hereto and their respective heirs,
successors in interest, and legal representatives except as otherwise herein expressly
provided.
10. Situs and Severability: The laws of the State of Colorado shall govern the interpretation,
validity, performance and enforcement of this Agreement. If any provision of this
Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.
11. Modification: This Agreement contains the entire agreement between the parties, and no
agreement shall be effective to change, modify, or terminate in whole or in part unless such
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agreement is in writing and duly signed by the party against whom enforcement of such
change, modification, or termination is sought.
12. Non -Liability of Town for Indirect or Consequential Damages or Lost Profits: Parties
agree that the Contractor shall not be liable for any indirect or consequential damages which
may arise from any breach of this Service Agreement by Contractor or which may arise by
the Contractor's breach of warranty.
13. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law
to the Contractor, its officials, employees, contractors, or agents, or any other person acting
on behalf of the Contractor and, in particular, governmental immunity afforded or available
pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the
Colorado Revised Statutes.
14. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall
create a contractual relationship with, cause of action in favor of, or claim for relief for, any
third party, including any agent, sub -consultant or sub -contractor of BCMD. Absolutely no
third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit
from this Agreement is an incidental and unintended beneficiary only.
15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town and
BCMD are subject to Article X. § 20 of the Colorado Constitution ("TABOR"). The Parties
do not intend to violate the terns and requirements of TABOR by the execution of this
Agreement. It is understood and agreed that this Agreement does not create a multi -fiscal
year direct or indirect debt or obligation within the meaning of TABOR and, therefore,
notwithstanding anything in this Agreement to the contrary, all payment obligations of the
Parties are expressly dependent and conditioned upon the continuing availability of funds
beyond the term of the Parties' current fiscal period ending upon the next succeeding
December 31. Financial obligations of the Parties payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available in accordance with the rules, regulations, and resolutions of the Parties, , and other
applicable law. Upon the failure to appropriate such funds, this Agreement shall be
terminated.
EXECUTED t is -25 da of 2013.
Beave tro to istri
By:
t0CIVG�e4-3--.
EXECUTED this day of
TOWN OF AVON
By: 71
00 3
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EXHIBIT A
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
September 17, 2013
4
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'Pax
mi#toct4w
Equipment Type ;
: Awt+elr
0
1 N93623476A140297
50
Optima
Heavy
Bus
Beaver Creek
997
1 N93623456A140296
50
Optima
Heavy
Bus
Beaver Creek
996
1Z9B5BSS54W216252
51
Optima
Heavy
Bus
Beaver Creek
852
1Z9B5BSS34W216251
51
Optima
Heavy
Bus
Beaver Creek
851
15GCD2018T1087501
60
Gillig
Heavy
Bus
Beaver Creek
848
15GGD271291177582
70
Gillig
Heavy
Bus
Beaver Creek
082
15GGD271491177583
70
Gillig
Heavy
Bus
Beaver Creek
083
1Z9B7DTS16W216160
50
Optima
Heavy
Bus
Beaver Creek
760
1Z9B7DTS56W216159
50
Optima
Heavy
Bus
Beaver Creek
759
1Z9B6DTS05W216149
50
Optima
Heavy
Bus
Beaver Creek
649
1Z9B6DTS95W216148
50
Optima
Heavy
Bus
Beaver Creek
648
1Z9B6DTS75W216147
50
Optima
Heavy
Bus
Beaver Creek
647
1Z9B6DTS55W216146
50
Optima
Heavy
Bus
Beaver Creek
646
15GGD271X81079690
70
Gillig
Heavy
Bus
Beaver Creek
960
15GGD271181079691
70
Gillig
Heavy
Bus
Beaver Creek
961
15GGD2717A1177758
70
Gillig
Heavy
Bus
Beaver Creek
158
15GGD2712B1179466
70
Gillig
Heavy
Bus
Beaver Creek
266
15GGD2714C1181835
70
Gillig
Heavy
Bus
Beaver Creek
335
1 HVBTAFM08W555047
35
IHC/Terra Tran
Heavy
Bus
Beaver Creek
047
1 HVBTAFM78W555076
35
IHC/Terra Tran
Heavy
Bus
Beaver Creek
076
4
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