10-28-2008 Beaver Creek Metropolitan District Service AgreementSERVICE AGREEMENT
This agreement is made and entered into this 19 day of , 2008 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").
RECITAL
In consideration of the obligation of BCMD to pay the Contractor as herein provided and in consideration
of the other terms and conditions hereof, the parties agree as follows:
1. Contractor Services: Contractor will, during the term of this Agreement, provide (Collectively
the "Services"):
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the BCMD
vehicles and equipment. Service will be performed on approximately 23 transit buses
listed in Exhibit A, although the number of vehicles serviced may be increased or
decreased in BCMD's sole discretion; provided, the combined number of vehicles and
equipment shall not exceed 75 without the approval of Contractor. Routine Maintenance
will be performed at least every 3,000 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 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
estimate submitted 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.
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.
Compensation: In consideration of Contractor's services during the term of this
Agreement, BCMD will pay Contractor the shop rate of $100.00 per hour for Routine
Maintenance and Repair and Replacement through December 31, 2008. Effective
January 1, 2009 the shop rate will be $105.00 per hour. Materials and sublet work shall
be charged at cost plus ten percent. Invoice shall be issued by the 10`h of each month for
services performed the previous month. Payment shall be remitted within ten (10) 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 percent.
Contractor's vehicle washing facility may be used by BCMD. Contact TOA for current
wash rates.
4. Terms and Termination: This Agreement will be effective as of October 1, 2008 and will
terminate on September 30, 2009 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 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. 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 agreement is in writing and duly signed by the party against whom enforcement of
such change, modification, or termination is sought.
146( rr--
EXECUTED this day of OCpe( 2008.
Beaver Cree Metropolita Distr' t
By: �' vet
EXECUTED t . day of - ; 008.
TOWN 7FAVO
By: �-
EXHIBIT A
WORK FREQUENCY
"A" PM 3,000 miles or $100.00 hr.
$105.00 hr after 1/1/09
Preventive Maintenance 250 hours Plus parts &
Inspection sublet
"Annual" every 12months $100.00 hr.
$105.00 hr. after 1/1/09
Preventive Maintenance Plus parts &
Inspection sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
August 11, 2008.
VIN Pax I Manufacturer I Equipment Type Owner Unit
1 N93623476A140297 50 Optima Bus I Beaver Creek , 997
I N93623456A140296 150 Optima Bus Beaver Creek 996
1 M5BSS54W216252 51 Optima Bus Beaver Creek 852
1 Z9B5BSS34W216251 51 Optima Bus Beaver Creek 851
15GCD2018T1087501 60 Gillig Bus Beaver Creek 848
15GCD2013T1087499 60 Gillig Bus Beaver Creek .846
15GCD201XT1087497 60 Gillig Bus 'Beaver Creek 844
15GCD2016T1087495 60 Gillig Bus 'Beaver Creek 842
15GCD2012T1087493 160 Gillig Bus Beaver Creek 840
15GCD2010T1087492 60 Gillig Bus Beaver Creek 839
1 GBJ5V1 GX7F419693 35 Star Craft Body On Chassis [Beaver Creek =793
;1 GBJ5V1 G27F419462 i35m Star Craft Body On Chassis Beaver Creek 762
1Z9B7DTS16W21616050 Optima Bus i averCreek 760
1Z9B7DTS56W216159 '50 Optima Bus Beaver Creek 759
1Z9B6DTS05W216149 50 Optima Bus Beaver Creek 649
1Z MfD 95W216148 50 Optima Bus Beaver Creek 648
1 Z9B6DTS75W216147 50 Optima Bus Beaver Creek 647
1Z9B6DTS55W216146 50 Optima Bus Beaver Creek 646
1 GBJ5V1 EX5F502164 34 Terra Transit Body On Chassis Beaver Creek 564
1 GBJ5V1 E75F502655 34,_,! Terra Transit Body On Chassis Beaver Creek 555
1GBJ5V1 E15F502344 34 Terra Transit Body On Chassis Beaver Creek 544
:Pending 70 Gillig Bus Beaver Creek
Pending 70 Gillig Bus Beaver Creek