12-08-2009 VAIC Service AgreementSERVICE AGREEMENI
C
This agreement is --.rde and entered into this 12� day of 09 by and between
Vail Associates Ir, , a Colorado corporation whose address is P.O Box 7, Vail Colorado, 81658
(hereafter know a- VAI") and the To%�-n of'Avon whose address is P.O. Box 975, 500 Swift
Gulch Road, Avo; Colorado„ 81620 (hereafter- designated as "Contractor")
In consideration the obligation of VAI to pay the Contractor as herein provided and in
consideration of t; other terms and conditions hereof, the parties agree as follows:
I. Contractor S.: ti ices: Contractor will, during the term of this Agreement, provide the
following sere s (collecti�el% the 'Services"):
(a) Routine m :tenance and pi e� entive maintenance ("Routine Maintenance") of the Beaver
Creek Re:, Company buses, which are operated by VAI. Service will be performed on
approximt:. iy 47 bines or' other vehicles listed in Exhibit A, although the number of
vehicles sc % iced may be increased or decreased in VAI's sole discretion; provided, the
combined : !:tuber of N chicles 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 a .. Routine L%Iaintenance shall consist of those services outlined in Exhibit A
attached h. : to
(b) Repair am : eplacement work as requested by VAI ("Repairand Replacement") No
payment t. any Repair and Replacement shall be due unless VAI has approved of such
charges, ices may be commenced with verbal approval by VAI of a written estimate
submitted v Contractor Repair and Replacement includes, without limitation,
transmissi� 1; tepairs, engine repairs, rear, end repairs and any other work or- repairs
exceeding ',000 00 VAI acknowledges that subcontractors will perform certain repair -
work Co! :.rctor- shall be responsible for assuring that all such subcontracted work will
be perfon _d promptly and in accordance with the terms and conditions of this
Agr eemeu
2. Facilities: C( actor represents that its facilities are in good repair and adequately equipped
and that it ha ,uflicient staff to perform all work in a timely manner.
3. Compensatio In consideration of'Contractor's services during the term ofthis Agreement,
VAI will pa. ontiactor the shop rate of $105.00 per- hour for Routine Maintenance and
Repair and R�- icenient Materials and sublet work shall be charged at cost plus ten percent.
Invoice ;hall I ,sued by the 10`x' of each month for services performed the previous month.
Payment shal remitted «ithin ten (10) days of receipt of invoice. Contractor's Fueling
Facilities nta% used b% VAI the cost of Unleaded Gasoline and Diesel Fuel will be at the
Contractor's ( t plus ter: percent Contractor's vehicle washing facility may be used by
VAI. Contact I:\ for current XNash rates
4. Terms and 'i urination: This Aureement will be effective as of October 1, 2009 and will
terminate on : tembei 30. 2010 unless either party fails to substantially perform the duties
and obligatio;. :,i accordance herewith In such an event, the other, party may terminate this
Agreement a seven (7) days kx ritten notice to that party, unless that party cures the
breach within seven O dad remedy period. Either party may terminate this Agreement
without cause -.tn thirty (30) da}s written notice
5. Relationship:•. :nd Taxes: The relationship between the patties is that of independent
contracting p:: :cs, and nothing herein shall be deemed or construed by the parties hereto or
by any third I' % as creating a relationship of principal and agent or partnership, or of a joint
venture betw� the parties Contiactor shall be solely responsible for any tax, withholding
Or contrlbuti, cN icd by the Federal Social Security Act. Contractor is not entitled to
unemployme: _ompensatioo or other employment related benefits, which are otherwise
made a,.ailab )y VAI to its employees. Contractor shall provide VAI an original of its
Form W-9 (R est for Taxpayer Identification Number of Certification)
6. Warranty: ; :tractor Tall perform all Services in a prompt, efficient and workmanlike
manner Con' . for shall ntomptl} correct any defective work This warranty shall be in lieu
of all other \\ unties, express or implied. Contractor's sole liability hereunder', whether in
tort or* in cont: 1. is expre,sly limited to the warranty provided for herein
7. Assignment: xttractor's duties hereunder requires particular expertise and skills, and may
not be assi-r, to any tliird patty without the expressed written consent of'VAI, and any
attempt to dt shall render this Agreement null and void and no effect as respects the
assignee (s) a hall con>titute an cent of'default by Contractor.
8. Waiver: Fat! to 1115);, upon strict compliance with any terms, covenants, and/ or
conditions h,-: f shall not be deemed a waiver of such term, covenant, or condition, nor
shall any wai or relinquisluncnt of any right or power hereunder at any time or more times
be deemed a ei or relinquishment of such right or power at any other time or times.
9. Benefit: Th.. .:ms, pro\ inions, and covenants contained in this Agreement shall apply to,
inure to the : fit of acid be binding upon the parties hereto and their respective heirs,
successors i; ;terest, and IC211 representatives except as otherwise herein expressly
provided.
10. Situs and SL abilitN : l rte hm s of the State of Colorado shall govern the interpretation,
validity, per: 'lance ,ind enforcement of this Agreement. If any provision of this
Agreement s' be hell{ to be invalid or unenforceable, the validity and enforceability of the
remainin' prk ,ons of ilns -kgreemcnt shall not be affected thereby.
11. Modification:: fbis A"r LLment contains the entire agreement between the parties, and no
agreement sli )e eff�cti%e to change, modify, or terminate in whole or in part unless such
agreement is �tiriting aad dull signed by the party against whom enforcement of such
change, mod: tion.• O1 -1,L [ 111ill"Iti011 is sought
12. Non-Liabilif, : Io�rn for Indirect or Consequential Damages or Lost Profits: Parties
agree that 01L �ntractor shall not be liable for any indirect or consequential damages which
may arise fie ny breach of this Service Agreement by Contractor or which may arise by
the Contracts :reach of Aarrr:nt%
13. No Waiver c: :osernnrrntal Immunity: Nothing in this Agreement shall be construed to
wain e, limit. aheiw ise nodi fti any governmental immunity that may be available by law
to the Contn� its officials, employees, contractors, or agents, or any other, person acting
on behalf of Contractor and, in particular, governmental immunity afforded or- available
pursuant to !: Colorado uo,�crnmental Immunity Act, Title 24, Article 10, Part I of the
Colorado Rc. i Statutes
14. No Third Pn Beneficiaries: Nothing contained in this Agreement is intended to or shall
create a con:: Aal relationship \N ith, cause of action in favor of, or claim for relief for, any
third party, :ding an% a_.:ent, sub -consultant or sub -contractor of VAI Absolutely no
third party b, iciaries intended by this Agreement. Any third -party receiving a benefit
ftoni this AL,: lent is an incidental and unintended beneficiary only.
EXECU? this Tay of
Vail Ass( its,I11c,
By:. �Ik
y6'edaNEXECU I
TOWN C AVO,
M.
,2009.
[AA� a " Rew:ame: Aadr,ew M. rtrnsrerate:
EXHIBIT A
WORK
FREQUENCY
RATE
-A PM
3,000 miles
or
$105 00 hr.
Preventive Maintenanc
250 hours
Plus parts &
Inspection
sublet
Annual'
edery 12months
$105 00 hr.
Preventive Maintenanc
Plus parts &
Inspection
sublet
NOTE: Included as a F
Exhibit
A
is the vehicle listing applicable to this agreement
as of
September 21, 2009,
CVIN
Pax
Manufacturer
Equipment Type
OwnerUnit
1 FDSE35L78DAC
J
13
Turtle Top
Van
Bachelor Gulch 889
1 FDXE40S2WHB
)6
20
Terra Transit
Body On Chassis
Arrowhead 896
1 FDSE35L58DAG '
3
13
Turtle Top
Van
Bachelor Gulch 888
1 FDSE35L38DA0
7
13
Turtle Top
Van
Bachelor Gulch 887
1 FDXE45S28DAC
-3
18
Federal Coach
Body On Chassis
Bachelor Gulch 853
1 FDXE45S98DAG
,1
18
Federal Coach
Body On Chassis
Beaver Creek 851
1 FDXE45S28DA0
`1
18
Federal Coach
Body On Chassis
Beaver Creek 821
1 FDXE45S08DAO
-0
18
Federal Coach
Body On Chassis
Beaver Creek 820
1 FDXE45S28DAC
' 3
18
Federal Coach
Body On Chassis
Beaver Creek 818
1 FDXE45506DAc
7
19
Federal Coach
Body Ori Chassis
Beaver Creek 747
1 FDXE45566DA(-
3
18
Foderal Coach
Body On Chassis
Bachelor Gulch 738
1 FDXE45S46DA''
7
18
Foderal Coach
Body On Chassis
Bachelor Gulch 737
1 FDSE35LX6DAC
3
13
.t'urtle Top
Van
Bachelor Gulch 733
1 FDXE45S36DA l
5
19
Federal Coach
Body On Chassis
Beaver Creek 715
1FDXE45S1I3DA-1
4
19
Federal Coach
Body On Chassis
Beaver Creek 714
1 FDXE45S86DA>
3
19
Federal Coach
Body On Chassis
Beaver Creek 713
1 FDSE35L35HB--.
4
13
Turtle Top
Van
Beaver Creek 694
1 FDXE45SX6HA
8
20
Terra Transit
Body On Chassis
Bachelor Gulch 608
1 FDXE45S66HA'Z.
7
20
Terra Transit
Body On Chassis
Beaver Creek 607
1 FDXE45546HA'
3
20
fora Transit
Body On Chassis
Beaver Creek 606
1 FDXE45S26HA'
5
20
T,Orra Transit
Body On Chassis
Beaver Creek 605
1 FDXE45S06HA:
4
20
Terra Transit
Body On Chassis
Bachelor Gulch 604
1 FDSE35L14HA :
1
13
Tt.rlle Top
Van
Bachelor Gulch 561
1 FDSE35L14HA
3
13
Turtle Top
Van
Beaver Creek 558
1 FDXE45S34HA '
3
18
Terra Transit
Body On Chassis
Bachelor Gulch 536
1 FDXE45S14HA
5
18
Tc-rra Transit
Body On Chassis
Beaver Creek 535
1 FDXE45SX4HA '
4
18
Terra Transit
Body On Chassis
Beaver Creek 534
1 FDXE45S84HA'
3
18
Tema Transit
Body On Chassis
Beaver Creek 533
1 FDSE351-04HK
)
13
T-rEe op
Van
Bachelor Gulch 520
1 FDSE35L44HA'
)
13
T::rtle Top
Van
Bachelor Gulch 519
1 FDSE35L43HE.
i
13
' ,:rti.3 Top
Van
Beaver Creek 495
1 FDXE45S03HB:
3
20
Terra Transit
Body On Chassis
Bachelor Gulch 408
1FDXE45S32HB;
2
20
Terra Transit
Body On Chassis
Beaver Creek
392
1 FDXE45M62HB:
3
17
Terra Transit
Body On Chassis
Beaver Creek
303
1FDXE45S71 HB;
]
20
Terra Transit
Body On Chassis
Beaver Creek
290
3GNFK16T71 G 1 -','
3
5
Che � y
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
Fed::r sl Coach
Body On Chassis
Beaver Creek
Pending
20
Federal Coach
Body On Chassis
Beaver Creek
Pending
13
Turtie Top
Van
Beaver Creek
Pending
13
Turtle Top
Van
Beaver Creek
Pending
13
Tur to Top
Van
Beaver Creek
Pending
20
Federal Coach
Body On Chassis
Bachelor Gulch
Pending
20
Federal Coach
Body On Chassis
Bachelor Gulch
Pending
20
;=ederai Coach
Body On Chassis
Bachelor Gulch