01-01-2006 BEAVER CREEK METROPOLITAN DISTRICT SERVICE AGREEMENTSERVICE AGREEMENT
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This agreement is made and entered into this _L day of 2004by 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")
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 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`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. The contractor shall supply 10 parking spaces at a cost of $100 per month per space.
4. 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.
5. 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.
6. 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.
s~ 6
EXECUTED this )/day of , 2005.
Beaver Creek a politan District
By:
c.."rd
L • ~ ,r -tip
EXECUTED this, b day of 200.
TOWN
/
By:
EXHIBIT A
WORK
"A" PM
Preventive Maintenance
Inspection
"Annual"
Preventive Maintenance
Inspection
FREQUENCY
3,000 miles or
250 hours
every 12months
RATE
$90.00 hr.
Plus parts &
sublet
$90.00 hr.
Plus parts &
sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
December 31, 2005.
SERVICE AGREEMENT
THIS AGREEMENT is entered into the W- day of November, 2006, between
Board of County Commissioners of Eagle County acting through the Eagle County Regional
Transportation Authority doing business as ECO Transit ("ECO") and Town of Avon ("Avon");
IT IS AGREED as follows:
1. Services. During the term of this Agreement, Avon will provide the following
services:
(a) Parking of up to 10 buses at a charge of $100 per month per bus.
(b) Fuel at budgeted cost including 10% (ten percent) mark up.
(c) Repair and maintenance, as requested by ECO, at a charge of $95.00 per
man hour starting January 1, 2007. Bus washing charges at a rate of $45.00
per bus. No payment for any repair or maintenance shall be due unless ECO
has approved of the work. Services may be commenced with verbal
approval by ECO of a written estimate submitted by Avon. Subcontractors
may perform certain repair work, for which cost of the work will be charged.
Avon shall be responsible for assuring that subcontracted work is performed
promptly and in accordance with this Agreement.
2. Facilities. Avon represents that its facilities are in good condition and adequately
equipped and that it has a sufficient staff to perform all work in a timely manner.
3. Billing for Services. An invoice will be issued by the tenth day of each month for
services performed during the previous month. Payment is due within thirty days of
receipt of the invoice.
4. Term and Termination. The tenii of this Agreement will run from December 1,
2006, through May 15, 2006, unless sooner terminated in accordance with this
Agreement. The parties desire to implement this Agreement as soon as possible.
The signatories have the authority to bind Avon and ECO to the terms and
conditions of this Agreement. However, continuation of this Agreement is
contingent upon the subsequent ratification of the same by Avon council action and
by board action of both the ECO Board and the Board of County Commissioners of
Eagle County at their next regularly scheduled meeting. In the event of breach of
this Agreement by either party, the other party may terminate this Agreement upon
seven days written notice unless the breach is cured within the seven day period.
Either party may terminate this Agreement without cause on thirty days written
notice.
5. Relationship of the Parties. The relationship between the parties is that of
independent contractor, and nothing herein shall be deemed or construed as creating
a relationship of principal and agent, partnership or joint venture. Avon shall be
solely responsible for payroll withholding and payment of taxes as well as payment
of unemployment compensation and other employment related benefits.
6. Warranty. Avon will promptly correct any defective work appearing within one
year after services are performed. This warranty shall be in lieu of all other
warranties, express or implied. Avon's sole liability hereunder, whether in tort or in
contract, is expressly limited to the warranty provided for herein.
SIGNED the / day of 2006.
A
TOWN OF AVON
B Y C3 i . .:t:
EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY
By