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01-01-2006 BCMD Service AgreementSERVICE AGREEMENT This agreement is made and entered into this Y day of 204by 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 1726, 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: 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 33 vehicles and equipment, although the number of vehicles and equipment 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") 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. Compensation: In consideration of Contractor's services during the term of this Agreement, BCMD will pay Contractor the shop rate of $90.00 per hour for Routine Maintenance and Repair and Replacement. 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 Contractors cost plus ten percent. Contractor's vehicle washing facility may be used by BCMD. Contact TOA for current wash rates. The contractor shall supply 10 parking spaces at a cost of $1.00 per month per space. Office Space and Utilities: It is anticipated that BCMD will place a small trailer at the Swift Gulch site to be used as office space. The trailer must not occupy a paved space or rental rates will be applicable. All costs for utilities and meters associated with the trailer must be incurred by BCMD. Final location of the trailer must be approved by contractor. Placement and removal of the trailer will be the entire responsibility of BCMD. Terms and Termination: This Agreement will be effective as of January 1, 2006 and will terminate on December 31, 2006 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. 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). 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. fi EXECUTED this day of -4 , 2005. Beaver Cre k tr politan District By: y EXECUTED this dg%ay of 00 ,: k TOWN OF VO ) %4 EXHIBIT A "A" PM 3,000 miles or $90.00 hr. Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $90.00 hr. Preventive Maintenance Plus parts & Inspection sublet NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of December 31, 2005. Memo To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager From: Dan Higgins Date: February 23, 2006 Re: Service Agreement with Beaver Creek Metro District 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 2006 between the Town and Beaver Creek Metro District for vehicle maintenance. Financial Implications: The agreement contains our standard price of $90.00/hour for routine and preventive maintenance as well as repair and replacement. We have billed BCMD 746 hours of labor ($63,441.00) in 2005. Recommendation: Staff recommends approval of the one-year service agreement with Eagle County Ambulance District. It is considered an Intergovernmental Agreement and according to our Town Charter, 16.2, it must be approved by a 2/3 vote of the Town Council. Town Manager Comments: