11-13-2015 ECHSD - Vehicle & Equipment Maintenance Service AgreementVEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT
This agreement is made and entered into this day of 15 by and between
Eagle County Health Services District whose a dress is P.Ok6&KO
ox 990, Edwards, Colorado
(hereafter know as "ECHSD ") and the Town of Avon whose address is P.O. Box 975, 500 Swift
Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor ").
In consideration of the obligation of ECHSD 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 the
following services (collectively the "Services "):
(a) Routine maintenance and preventive maintenance ( "Routine Maintenance ") of the
ECHSD vehicles and equipment. Service will be performed on approximately 23
vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be
increased or decreased in ECHSD's sole discretion. Routine Maintenance will be
performed at a minimum frequency and scope of work consistent with the manufacturer's
recommendations or when initiated at the request of ECHSD.
(b) Repair and replacement work as requested by ECHSD ( "Repair and Replacement "). No
payment for any Repair and Replacement shall be due unless ECHSD has approved of
such charges. Services may be commenced with verbal approval by ECHSD of a written
or verbal estimate provided 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. ECHSD 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.
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.
3. Compensation: In consideration of Contractor's services during the term of this Agreement,
ECHSD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and
Replacement. This unit rate shall be $107.00 per hour for light duty vehicles and equipment
and $116.00 per hour for heavy duty vehicles and equipment. Materials and sublet work
shall be charged at cost plus Twenty percent (20 %). Invoice shall be issued by the 10`l' of
each month for services performed the previous month. Payment shall be remitted within
thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by
ECHSD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus
ten cents per gallon. Contractor's vehicle washing facility may be used by ECHSD. Contact
TOA for current wash rates. Late payment and past due amounts shall be subject to interest
as set forth in Chapter 3.32 of the Avon Municipal Code.
2016 Town of Avon Vehicle and Equipment Maintenance Contract
Page 1 of 4
10/13/2015
2�
Q
4. Terms and Termination: This Agreement will be effective as of January 1, 2016 and will
terminate on December 31, 2016 unless either party fails to substantially perform the duties
and obligations in accordance herewith. In such an event, the non - defaulting party may
terminate this Agreement by providing seven (7) days written notice to that the defaulting
party, unless the defaulting party cures the breach within the seven (7) day remedy period.
Either party may terminate this Agreement without cause by providing thirty (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 ECHSD to its employees. Contractor shall provide ECHSD 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 ECHSD, 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.
8. 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.
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
2016 Town of Avon Vehicle and Equipment Maintenance Contract
Page 2 of 4
10/1312015
agreement is in writing and duly signed by the party against whom enforcement of such
change, modification, or termination is sought.
12. Non - Liability of Town for Indirect or Consequential Damages or Lost Profits: Parties
agree that the Contractor shall not be liable for any indirect or consequential damages which
may arise from any breach of this Service Agreement by Contractor or which may arise by
the Contractor's breach of warranty.
13. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law
to the Contractor, its officials, employees, contractors, or agents, or any other person acting
on behalf of the Contractor and, in particular, governmental immunity afforded or available
pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the
Colorado Revised Statutes.
14. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall
create a contractual relationship with, cause of action in favor of, or claim for relief for, any
third party, including any agent, sub - consultant or sub - contractor of ECHSD. Absolutely no
third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit
from this Agreement is an incidental and unintended beneficiary only.
15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town and
the District are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The
Parties do not intend to violate the terms and requirements of TABOR by the execution of
this Agreement. It is understood and agreed that this Agreement does not create a multi -
fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore,
notwithstanding anything in this Agreement to the contrary, all payment obligations of the
Town are expressly dependent and conditioned upon the continuing availability of funds
beyond the term of the Town's current fiscal period ending upon the next succeeding
December 31. Financial obligations of the Town payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available in accordance with the rules, regulations, and resolutions of Town of Avon, and
other applicable law. Upon the failure to appropriate such funds, this Agreement shall be
terminated.
EXECUTED this day of
2015.
Eagle
Services District
EXECUTED this 16th day of 2015
2015.
TOWN OF AVON
By:
By:
C ��ii7isc Gv �dGVH��tn6rA�it�.
1 i
2016 Town of Avon Vehicle and Equipment Maintenance Contract
Page 3 of 4
10/13/2015
0,3W F3�
EXHIBIT A
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
October 16, 2013
VIN
Year
I Manufacturer
I Equipment Type
Unit
Code.
1 FDW E3FP9ADA15264
'. 2010 Ford
E350 Ambulance
E350 Ambulance
780 L
781 L
782 j L
783 L
'784 L
785 L
1FDWE3FP0ADA15265
2010 'Ford
1 FDWE35P27DB07679
2007 Ford
E350 Ambulance
E350 Ambulance
1 FDWE35P77DB00744
2007 Ford
2007 Ford
1FDWE35P27DA96425
E350 Ambulance
E350 Ambulance
1FDWE3FP5ADA07694
2009 Ford
2005 Ford
1 FDWE35P06HA92445
E350 Ambulance
E350 Ambulance
786
787
L
L
1FDWE35P19DA71499
2009
^Ford
1 FMHK8D82B6A84422
2011
Ford
Explorer
775
L
1 FMFU16597LA79101
2007
Ford
Expedition
776
L
1 FMEU73876UB19732
2006
Ford
Explorer
777
L
1FMJU1G56CEF39810
2012
Ford
Expedition
778
L
1 FMEU73879UA07551
2009
Ford
Explorer
779
L
1 FDXE45F63HA19142
2003
Ford E450
Ambulance
802
L
1 FDXE45F73HA60864
2003
Ford E450
Ambulance
804
L
1 FDXE45P78DA77008
12004
2008
Ford E450
Ambulance
801
L
1 FMZU72K84ZB05532
1 GNFK13027J346200
1 FDWE3FP7ADA07695 '2010
2007
Ford
Chevrolet
Explorer
Tahoe
812
810
L
L
Ford
E350 Ambulance
101
L
1 G63G2CL3E1162236 12014
Chevrolet
Express
102
L
1 G63G2CL1 E1163515
2014
Chevrolet
Express
103
L
1FMJU1G50EEF03856
2013
Ford
Expedition
201
L
1 FM5K8083EGC08270
2014
Ford
Explorer
202
L
L,uue mu,uaaes n — neavy aury (e.g., Large ouses) or L — fight duty —(e.g., supervisor vehicles, small cut- aways).
END EXHIBIT A
2016 Town of Avon Vehicle and Equipment Maintenance Contract
Page 4 of 4
10/13/2015
EAGLE COUNTY
PARAMEDIC SERVICES
Fleet Assets — Gov. Fleet Tag #6679
Asset ID
Purpose
Year — Make -
VIN
Plate
LifeLine
Model
Production #
101
ALS / 911
Ambulance
2010 -Ford E -350
1FDWE3FP7ADA07695
031 -MQG
336710P
102
ALS / 911
Ambulance
2014 — Chevrolet 3500
1GB3G2CL3E1162236
027 -MQG
359014P
103
ALS /911
Ambulance
2014 — Chevrolet 3500
1GB3G2CL1E1163515
022 -MQG
358914P
104
ALS / 911
Ambulance
2015 — Chevrolet 3500
1GB3G2CL1F1116373
021 -MQG
375015P
780
ALS / 911
Ambulance
2010 -Ford E -350
1FDWE3FP9ADA15264
833 -UQU
293310P
781
ALS / 911
Ambulance
2010 -Ford E -350
1FDWE3FPOADA15265
012 -MQG
302110P
782
ALS / 911
Ambulance
2007 -Ford E -350
1FDWE35P27DBO7679
013 -MQG
250107P
783
ALS / 911
Ambulance
2007 -Ford E -350
1FDWE35P77DB00744
014 -MQG
250007P
784
ALS / 911
Ambulance
2007 -Ford E -350
1FDWE35P27DA96425
015 -MQG
230807P
785
ALS / 911
Ambulance
2010 -Ford E -350
1FDWE3FP5ADA07694
016 -MQG
316910P
787
ALS / 911
Ambulance
2009 -Ford E -350
1FDWE35P19DA71499
018 -MQG
270609P
801
ALS / 911
Ambulance
2008 -Ford E -450
1FDXE45P78DA77008
024 -MQG
252308SD
804
ALS / 911
Ambulance
2003 -Ford E450
1FDXE45F73HA60864
023 -MQG
153003SD
805
Training /
Community Events
2011 Mercedes Sprinter
WD3PE7CD4B5533881
025 -MQG
201
Field Supervisor
EMS 20
2014 Ford Expedition
IFMJUIG50EEF03856
028 -MQG
202
Asst. C.E.O.
EMS
2014 Ford Explorer
1FM5K8D83EGCO8270
019 -MQG
775
C.E.O.
EMS
2011 -Ford Explorer
1FMHK8D82BGA84422
007 -MQG
776
Staff Use
2007 -Ford Expedition
1FMFU16597LA79101
008 -MQG
777
Staff Use
2006 -Ford Explorer
IFMEU73876UB19732
653 -DQZ
778
Field Supervisor
EMS 10
2012 -Ford Expedition
1FMJU1G56CEF39810
009 -MQG
779
Ops Manager
EMS
2009 -Ford Explorer
IFMEU73879UA07551
010 -MQG
810
Community
Paramedic
2007 - Chevrolet Tahoe
1GNFK13027J346200
026 -MQG
Staff Use
2004 -Ford Explorer
1FMZU72K84ZBO5532
020 -MQG
L812
MCI Use
2007 - PAC
4P2FBO8127UO77475
958 -BHG
*Government Plates on all vehicles. Permanent expiration. Common Fleet Expiration Date of November. Each year we will receive
a list of all vehicles in our fleet in November. We cross out any that are retired from the fleet and note if plates have been moved to
another vehicle or retired.
Revised: 9/1/2015
P ' : 11/10/15