09-08-2008 Vail Corporation Inc. Service AgreementSERVICE AGREEMENT
The Vg;( �orpe4LiBti
This agreement Is made and entered into this day of . 2008 by and betwe4vall Associates Inc, a
Colorado corporation whose address Is P.O. Box 7, Vail Colorado, 81$58 (hereafter know as `VAi') and the Town of r
whose address is P O Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as 'Contractor"
RECITAL
In consideration of the obligation of VAI to pay the Contractor as herein provided and In consideration of the other
and conditions hereof, the parties agree as follows:
Contractor Services: Contractor will, during the term of this Agreement, provide;
(a) Routine maintenance and preventive maintenance (`Routine Maintenance") of the Beaver Creek
Resort Company buses, which are operated by VAL Service will be performed on apprnxlmately
buses or other vehicles, although the number of vehicles and equipment serviced may be increas
or decreased In VAI's sole discretion: provided, the combined number of vehicles and equipment
shalt not exceed 75 without the approval of Contractor Routine Maintenance will be performed a
least every 3,060 miles or 250 hours of use. Routine Maintenance shall consist of those services
outlined in Exhibit A attached hereto
(b) Repair and replacement work as requested by VAI (`Repair and Replacement's No payment for
Repair and Replacement shall be.due unless VAI has approved of such charges. Services may I
commenced with verbal approval by VAI of a written estimate submitted by Contractor. Repair ar
Replacement includes, without limitation, transmissions repairs, engine repairs, yearend repairs f
anyother work or repairs exceeding $2.000.00 VAI acknowledges that subcontractors will perfoi
certaln repair work Contractor shall be responsible for assuring that all such subcontracted work
be performed promptly and in accordance with the terms and conditions of this Agreement
(collectively the'Services")
2. Facilities; Contractor represents that its facilities are In good repair and adequately equipped an
that It has a sufficient staff to perform all work In a timely manner. All Routine Maintenance shall I
completed within 24 hours of any vehicle being brought to Contractor's facility
3. Compensatlon: in consideration of Contractor's services during the term of this Agreement, VAI
pay Contractor the shop rate of $100.00 per hour for Routine Maintenance and Repair and
Replacement Effective January 1, 2009 the shop rate will be $105.00 per hour. Materials and su'
work shall be charged at cost plus ten percent Invoice.shall be Issued by the 10'" of each month
services performed the previous month. Payment shall be remitted within ten (10) days of receipt
Invoice. Contractor's Fueling Facilities may be used by VAI. The cost of Unleaded Gasoline and
Diesel Fuel will be at the Contractor's cost plus ten percent Contractor's vehicle washing facilities
may be used by VAI Contact TOA for current wash rates.
4. Terms and Termination, This Agreement will be effective as of October 1, 2008 and will terminat
on September 30, 2009 unless either party fails to substantially perform the dudes and obligations
accordance herewith. in such an event, the other party may terminate this Agreement upon sever
(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 30 Days written
notice,
S Relationships and Taxes: The relationship between the parties is that of independent contract
parties, and nothing herein shall be deemed orconstrued by the parties hereto or by any third p
as creating a relationship of principal and agent or partnership, of of a Joint venture between the
parties. Contractor shall be solely responsible for any tax, withholding or contribution levied by t
Federal Social Security Act. Contractor Is not entitled to unemployment compensation or other
employment related benefits, which are otherwise made available by VAi to Its employees.
Contractor shall provide VAi an original of its Form W-9 (Request for Taxpayer Identification Nur
of Certification).
6 Warranty, Contractor shall perform all Services in a prompt, efficient and workmanlike manner
Contractor Shall promptly correct any defective work. This warranty shall be in Geu of all other
warranties, express or implied. Contractor's sole liability hereunder, whether in tort or In contract,
expressly limited to the warranty provided for herein.
7 Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not
assigned to any third party without the expressed written consent of VAI, and any attempt to do sr
shatl 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 withany terms, coyenarts, and/ or conditions he
Shall not be deemed a waivetr of such term, covenant, or condition, nor shag 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 pourer at any other time or times..
9 Benefit: The terms, provisions, and covenants contained in this Agreement shall apply -to, inure 1
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 Severabitlty. The laws of the State of Colorado shall govern the Interpretation, valldlt
performance and enforcement of this Agreement if any provision of this Agreement shall be he
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 partles, and no
agreement shall be effective to change, modify, or terminate in whole or In part unless such
agreement is in writing and duty signed by the party against whom enforcement of such change,
modification, or termination Is sought.
EXECUT. q this day of 2008.
'l k2 Vol I 1 Ce rpo?ct tt rDk b ct
Vali Associates inc.
A Coloraei6,Coroom6l-d1v 6
By
a ice' z f 00
4DN
WORK
W PM
Preventive Malntermice
Inspection
"Annuar
Preventive Maintenance
Inspection
EXHIBIT A
FREQUENCY
300 miles or
250 hours
every 12months
IMU-i
$100.00 hr,
$105 00 hr after Itin
Plus parts &
sublet
$100.00 hr.
$105 00 hr. after 111!09
Plus parts &
sublet
NOTE: Included as a part of Exhibit A Is the vehicle listing applicable to this agreement as of
A.......• � i nnnn
1 FDSE351-78DA04089
13
Turtle Top
Van
Bachelor Gulch 889
iFDXE40S2WHB99096 20
Tena Transit
Body On Chassis
Arrowhead 896
1 FDSE35L58DA04088
13
Turtle Top
Van
Bachelor Gulch 888
iFDSE35L38DA04087
13
Turtle Top
Van
Bachelor Gulch 887
1 FDXE45S28DA05153
18
Federal Coach
Body On Chassis
Bachelor Gulch 853
1FDXE45S98DA05151
18
Federal Coach
Body On Chassis
Beaver Creek 851
1 FDXE45S28DA03421
18
Federal Coach
Body On Chassis
Beaver Creek 821
1 FDXE45S08DA03420
18
Federal Coach
Body On Chassis
Beaver Creek 820
1 FDXE45S28DA03418
18
Federal Coach
Body On Chassis
Beaver Creek 818
1 FDXE45506DA96.047
19
Federal Coach
Body On Chassis
Beaver Creek 747
1 FDXE45566DA99938
18
Federal Coach
Body On Chassis
Bachelor Gulch 738
1FDXE45S46DA99937
18
Federal Coach
Body On Chassis
Bachelor Gulch 737
iFDSE35LX6DA50433
13
Turtle Top
Van
Bachelor Gulch 733
1FDXE45S36DA48915
19
Federal Coach
Body On Chassis
Beaver Creek 715
1 FDXE45S16DA48914
19
Federal Coach
Body On Chassis
Beaver Creek 714
1 FDXE45S86DA46013
19
Federal Coach
Body On Chassis
Beaver Creek 713
1 FDSE35L35HB49294
13
Turtle Top
Van
Beaver Creek 694
1 FDXE45SX6HA04208
20
Terra Transit
Body On Chassis
Bachelor Gulch 608
1 FDXE45S66HA20907
20
Terra Transit
Body On Chassis
Beaver Creek 607
1 FDXE45546HA20906
20
Terra Transit
Body On Chassis
Beaver Creek 606
1 FOXE45S26HA20905
20
Terra Transit
Body On Chassis
Beaver Creek 605
1 FDXE45S06HA2O9D4
20
Terra Transit
Body On Chassis
Bachelor Gulch 604
1FDSE351-14HA56661
13
Turtle Top
Van
Bachelor Gulch 561
1 FDSE35L14HA56658
13
Turtle Top
Van
Beaver Creek 558
1 FDXE45S34HA42036
18
Terra Transit
Body On Chassis
Bachelor Gulch 536
1 FDXE45S14HA42035
18
Terra Transit
Body On Chassis
Beaver Creek 535
1 FDXE45SX4HA42034
18
Terra Transit
Body On Chassis
Beaver Creek 534
1 FDXE45S84HA42033 18 Terra Transit Body On Chassis Beaver Creek 533
1 FDSE351.04HA37020
13
Turtle Top
Van
Bachelor Gulch 520
1 FDSE35L44HA37019
13
Turtle Top
Van
Bachelor Gulch 519
1 FDSE35L43HB72595
13
Turtle Top
Van
Beaver Creek 495
1FDXE45S03HB30508
20
Terra Transit
Body On Chassis
Bachelor Gulch 408
1 FDXE45S32HB44692
20
Terra Transit
Body On Chassis
Beaver Creek 392
f FDXE45M62HB56403
17
Terra Transit
Body On Chassis
Beaver Creek 303
1 FDXE45S71HB47190
20
Terra Transit
Body On Chassis
Beaver Creek 290
3GNFK16T71G127988
5
Chevy
Suburban
Beaver Creek 112
Rental
20
Body On Chassis
Arrowhead
Rental
20
Body On Chassis
Arrowhead
Rental
20
Body On Chassis
Bachelor Gulch
Pending
20
Federal Coach
Body On Chassis
Beaver Creek
Pending
20
Federal Coach
Body On Chassis
Seaver Creek
Pending
13
Turtle Top
Van
Beaver Creek
Pending
13
Turtle Top
Van
Beaver Creek
Pending
13
Turtle Top
Van
Beaver Creek
Pending
20
Federal Coach
Body On Chassis
Bachelor Gulch
Pending
20
Federal Coach
Body On Chassis
Bachelor Gulch
Pending
20
Federal Coach
Body On Chassis
Bachelor Gulch
Memo
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From: Dan Higgins
Date: September 8, 2008
Re: Service Agreement with Vail Resorts Inc. (D.A.R.)
Background: The Town of Avon operates fleet maintenance out of its Swift Gulch
facility located at 500 Swift Gulch Road. We have several annual maintenance contracts with
neighboring districts.
One of our goals is to secure more third party revenue to help reduce the subsidy of our
operation.
Discussion: Attached is a one-year service agreement for 2008/2009 between the
Town and Vail Resorts Inc. for vehicle maintenance.
Financial Implications: The agreement contains our standard price of
$100.00/hour ($105.00/hour for 2008) for routine and preventive maintenance as well as
repair and replacement. We have billed V.R.I. (D.A.R) 3,422 hours of labor ($342,257.00) in
2007/2008.
Recommendation: Staff recommends approval of the one-year service agreement
with Vail Resorts Inc.
Town Manager Comments: