12-11-2007 BCMD Service AgreementSERVICE AGREEMENT
This agreement is made and entered into this d dayof 2007 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:
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the BCMD vehicles
and equipment. Service will be performed on approximately 51 vehicles and equipment, including
approximately 21 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
(collectively the "Services")
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. All Routine Maintenance shall be
completed within 24 hours of any vehicle being brought to Contractor's facility.
3. Compensation: In consideration of Contractor's services during the tern of this Agreement, BCMD
will pay Contractor the shop rate of $95.00 per hour for Routine Maintenance and Repair and
Replacement through December 31, 2007, Effective January 1, 2008 the shop rate will be $100.00
per hour. Materials and sublet work shall be charged at cost plus ten percent. Invoice shall be
issued by the 10"' 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, 2007 and will terminate
on September 30, 2008 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.
6. Waiver: Failure to insist upon strict compliance with any terns, 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.
EXECUTED this day of , 2007.
Beaver Creek Metropolitan District
By:
SOWN O,,�q
EXECUT this �� day of `�JQ Z4-
'1AD(1
�
TOWN
By:
"A" PM
Preventive Maintenance
Inspection
"Annual"
Preventive Maintenance
Inspection
EXHIBIT A
3,000 miles or
250 hours
every 12months
$95.00 hr.
$100.00 hr after 1/1/08
Plus parts &
sublet
$95.00 hr.
$100.00 hr. after 1/1/08
Plus parts &
sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
September 1, 2007.
Vehicle No.
Beaver Creek Transit Fleet List
VIN # Description
Comments
759
1Z9B7DTS56W216159
Low -floor diesel bus
2006 Optima 34'
760
1Z9BMTS16W216160
Low -floor diesel bus
2006 Optima 34'
646
1Z9B6DTS55W216146
Low -floor diesel bus
2005 Optima 34'
647
1Z9B6DTS55W216147
Low -floor diesel bus
2005 Optima 34'
648
1Z9B6DTS55W216148
Low -floor diesel bus
2005 Optima 34'
649
1Z9B6DTS55W216149
Low -floor diesel bus
2005 Optima 34'
851
1Z9B5BSS34W216251
Low -floor diesel bus
2004 Optima 29'
852
1Z9B5BSS54W216252
Low -floor diesel bus
2004 Optima 29'
839
15GCD2016T1087492
Diesel bus
1996 Gillig 40'
840
15GCD2012T1087493
Diesel bus
1996 Gillig 40'
842
15GCD2016T1087495
Diesel bus
1996 Gillig 40'
844
15GCD201XT1087497
Diesel bus
1996 Gillig 40'
846
15GCD2013T1087499
Diesel bus
1996 Gillig 40'
848
15GCD2018T1087501
Diesel bus
1996 Gillig 40'
762
1GBJ5V1G27F419462
34 -pax gasoline bus
2007 Chev C5500
793
1 GBJ5V1 GX7F419693
34 -pax gasoline bus
2007 Chev C5500
544
1 GBJ5V1 E15F502344
30 -pax gasoline bus
2005 Chev C5500
555
1 GBJ5V1 E75F502655
30 -pax gasoline bus
2005 Chev C5500
564
1GBJ5V1EX5F502164
30 -pax gasoline bus
2005 Chev C5500
Updated 9/7/2007
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