10-01-2009 Beaver Creek Metropolitan Distric Service AgreementSERVICE AGREEMENT
This agreement i ;e and entered into this 1 day of 0, 2009 by and between
Beaver Creek yt, : olitan District whose address is P.O. Box 2560, Edwards Colorado, 81632
(hereafter know CMD") and the Town of Avon whose address is P.O. Box 975, 500 Swift
Gulch Road, AN, olorado. 81620 (hereafter designated as "Contractor').
In consideration ;c obligation of BCMD to pay the Contractor as herein provided and in
consideration of. ;her terms and conditions hereof. the parties agree as follows:
1. Contractor ices: Contractor will, during the term of this Agreement, provide the
following,c; . (collectively the "Services"):
(a) Routine :en:uuc and pre\entive maintenance ("Routine Maintenance") of the
BCMD and equipment. Service will be performed on approximately 20 transit
buses list . 1:xhibit A. although the number of vehicles serviced may be increased or
decrease. .;C.\ID's sole discretion: provided, the combined number of vehicles and
equipmci 11 not exceed 75 \N ithout the approval of Contractor. Routine Maintenance
will be p. .1icd at least every 3.000 miles or 250 houfs of use. Routine Maintenance
shall con ;* those sen ices outlined in Exhibit A attached hereto.
(b) Repair a: )1,tcement \pork as requested by BCMD ("Repair and Replacement"). No
payment :n%- Repair and Replacement shall be due unless BCMD has approved of
such cha: 5en•1cCS 111:1y be commenced with verbal approval by BCMD of a written
estimate ;ued b\ Contractor. Repair and Replacement includes, without limitation,
transmis: i.pairs. engine repairs, rear end repairs and any other work or repairs
exceedin 000.00. BCMD acknowledges that subcontractors will perform certain
repair w c. ontracwr shall be responsible for assuring that all such subcontracted work
will be 1 med promptly and in accordance with the terms and conditions of this
Agrecn tc
2. Facilities: ( _wr represents that its facilities are in good repair and adequately equipped
and that it h:: :;•ficicnt staff to perfonrl all work in a timely manner.
3. Compensati, :1 eunsideration of Contractor's services during the term of this Agreement.
BCN[D xvill -untractor the shop rate of S105.00 per hour for Routine Maintenance and
Repair and P nrent. Materials and sublet work shall be charged at cost plus ten percent.
Invoice steal: ..Lied by the 10"' of each month for services performed the previous month.
Payment sh; remitted NNithin ten (10) days of receipt of invoice. Contractor's Fueling
Facilities n;. ::"ed b% BC ID. The cost of Unleaded Gasoline and Diesel Fuel will be at
the Contract ost plus ten percent. Contractor's vehicle washing facility may be used by
BCMD. Co;: 0A fur current \\ ash rates.
4. Terms and I tinction: This Agreement will be effective as of October 1, 2009 and will
temlinate o:, :iilbci- 30, 2010 unless either party fails to substantially perform the duties
and obligati. accordance herewith. In such an event, the other party may terniinate this
Agreement ;e\en (7) days written notice to that party, unless that party cures the
breach with ,even (7) day remedy period. Either party may terminate this Agreement
without cau n thirty (30) days written notice.
5. Relationship .til Taxes: The relationship between the parties is that of' independent
contracting ; and nothing herein shall be deemed or construed by the parties hereto or
by any third a; creaiing it relationship of principal and agent or partnership, or of a joint
venture bete, he parties. Contractor shall be solely responsible for any tax, withholding
or contribut "% ied b:. the Federal Social Security Act. Contractor is not entitled to
unemploym l,npensation or other employment related benefits, which are otherwise
made availa' BCMD to its employees. Contractor shall provide BCMD an original of
its Dorm W- for Taxpa\ er identification Number of Certification).
6. Warranty: „tor ,hall perl'Orm all Services in a prompt, efficient and workmanlike
manner. Co r Shull promptl\ Correct any defective work. This warranty shall be in lieu
of all other ttics, expre,; or implied. C'ontractor's sole liability hereunder, whether in
tort or in cot :s cxpr::ssl\limited to the warranty provided for herein.
7. Assignment. ,tractor's duties hereunder requires_ particular expertise and skills, and may
not be assig ;uty third Parti +%ithout the expressed written consent of BCMD, and any
attempt to t ;utll render tilt; Ag
trement null and void and no effect as respects the
assignee (s) it constitute an cent ot'detault by Contractor.
8. Waiver: Fi: "o insist upon ,trict compliance with any terms, covenants, and/ or
conditions I: :hall not be deemed a .vaiver of such term, covenant, or condition, nor
shall any w.: relinduishnicnt of any right or power hereunder at any time or more times
be deemed .. r (.)r reiinquishntcnt of such right or power at any other time or times.
9. Benefit: TI ,. Provisions, and covenants contained in this Agreement shall apply to,
inure to the of and be bit;,,ing upon the parties hereto and their respective heirs,
successors _,e,t. :tnd lei;il representatives except as otherwise herein expressly
provided.
10. Situs and S. ,l,iIity: The la\\s t,f the State of Colorado shall govern the interpretation,
validity. pet and entorccinent of this Agreement. If any provision of this
Agreement s held to be ins al:d or unenforceable, the validity and enforceability of the
remaining pi of this Agreement shall not be affected thereby.
ll. Modification:: ,ti, A��reement contains the entire agreement between the parties, and no
agreement s. ck'ective to chni;ge, modify, or terminate in whole or in part unless such
agreement I. 'tint and dul} :,;ped by the party against whom enforcement of such
change, moi: n. or terminatioi: is sought.
12. Nan-Liabilit 1 min for Indirect or Consequential Damages or Lost Profits: Parties
agree that th „ractor shall not be liable for any indirect or consequential damages which
may arise fr( :_ breach of this Scrvice Agreement by Contractor or which may arise by
the Contract( r.ach ofwarranty.
13. No Waiver )N ernmental Immunity: Nothing in this Agreement shall be construed to
waive, limit, modify any governmental immunity that may be available by law
to the Contr, its officials, en ))10yees, contractors, or agents, or any other person acting
on behalf of )nuraClOr and, in particular, governmental immunity afforded or available
pursuant to ' (dorado Governnn•ntal Immunity Act. Title 24, Article 10, Part l of the
Colorado Rc statutes.
14. No "Third 1). ;.:�neficiaries: Nothing contained in this Agreement is intended to or shall
create a cont :i relationship �\ ith. cause of action in favor of, or claim for relief for, any
third party, i an\ aeent, sub -consultant or sub -contractor of BCMD. Absolutely no
third party b ...tics are intended by this Agreement. Any third -party receiving a benefit
from this A,, t is au incidental and unintended beneficiary only.
7T
E X I_C U —day of 1G� 2UO9.
Beaver ( Metropolitan DistriC
BY _ r ---
EXEC U: ) ,i, _day of 2009.
1'O«'\ t U\
..r
WORK
"A" PM
Preventive Maintenanc
Inspection
EXHIBIT A
FREQUENCY
3.003 miles or
250 hours
RATE
$105.00 hr
Plus parts &
sublet
"Annual" every 12monuis 5105.00 hr
Preventive Maintenanc Plus parts 8
Inspection sublet
NOTE: Included as a I. j; .0,bd A is the vehicle fish. ig applicable to this agreement as of
August 11, 2009.
VIN
Pax
Manufacturer
Equipment Type
Owner
Unit
1 N93623476A14C 7
50
Optima
Bus
Beaver Creek
997
1 N93623456A14C 3
50
Optima
Bus
Beaver Creek
996
1Z9B5BSS54W21 _.
51
Optima
Bus
Beaver Creek
852
1Z9B5BSS34W21 .5
51
Optima
Bus
Beaver Creek
851
15GCD2018T108 i :
60 •
Gillig
Bus
Beaver Creek
848
15GCD201 XT108 3:
60
Gillig
Bus
Beaver Creek
844
15GCD201 OT108
t30
Gillig
Bus
Beaver Creek
839
1 GBJ5V1 GX7F41
35
Star Craft
Body On Chassis
Beaver Creek
793
1 GBJ5V1 G27F41
35
Star Craft
Body On Chassis
Beaver Creek
762
1Z9B7DTS16W21
50
Optima
Bus
Beaver Creek
760
1Z9B7DTS56W21
r50
Optima
Bus
Beaver Creek
759
1Z9B6DTS05W2 .
50
Optima
Bus
Beaver Creek
649
1Z9B6DTS95W21
50
Optima
Bus
Beaver Creek
648
1Z9B6DTS75W2 i
50
Optima
Bus
Beaver Creek
647
1Z9B6DTS55W21 4
50
Optima
Bus
Beaver Creek
646
1 GBJ5V1 EX5F50.
34
Terra Transit
Body On Chassis
Beaver Creek
564
1GBJ5V1 E75F50.
34
Terra Transit
Body On Chassis
Beaver Creek
555
1GBJ5V1E15F50.
34
Terra Transit
Body On Chassis
Beaver Creek
544
15GGD271X8107
70
Gillig
Bus
Beaver Creek
960
15GGD27118107
70
Gillig
Bus
Beaver Creek
961