12-08-2015 Town of Minturn IGATOWN OF MINTURN, COLORADO
RESOLUTION NO. 18 — SERIES 2015
A RESOLUTION AUTHORIZING THE MAYOR OF THE
TOWN OF MINTURN TO SIGN AN
INTERGOVERNMENTAL SERVICE AGREEMENT
BETWEEN THE TOWN OF AVON GOVERNMENT AND
THE TOWN OF MINTURN CONTRACTING FOR
VEHICLE AND HEAVY EQUIPMENT MAINTENANCE
AND REPAIR SERVICES FOR THE TOWN OF MINTURN,
COLORADO.
WHEREAS, The Town of Minturn desires The Town of Avon, Colorado to
provide vehicle maintenance and repair services on a contractual basis; and
NOW THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF MINTURN, COLORADO:
SECTION 1. The Mayor is authorized to sign an agreement, and such other
doctunents as are reasonably necessary, with the Town of Avon, Colorado.
SECTION 2. This Ordinance shall not take effect until the agreement is signed
by the representatives of all the necessary parties thereto.
SECTION 3. If any part, section, subsection, sentence, clause or phrase of this
ordinance is for nay reason held to be invalid, such decision shall not affect the validity of the
remaining portions of this ordinance; and the Town Council hereby declares it would have
passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof,
regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or
phrases be declared invalid.
SECTION 4. The Town Council hereby finds, determines and declares that this
Ordinance is necessary and proper for the health, safety and welfare of the Town of Minturn and
the inhabitants thereof.
SECTION 5. The repeal or the repeal and reenactment of any provisions of the
Minturn Municipal Code as provided in this ordinance shall not affect any right which has
accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any
prosecution commenced, nor any other action or proceeding as commenced under or by virtue of
the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not
revive any provision or any ordinance previously repealed or superseded unless expressly stated
herein.
INTRODUCED, READ, APPROVED, ADOPTED AND RESOLVED this 18Tx day of
November, 2015.
ATTEST:
T wn Clerk
TOWN OF MINTURN
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VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT
This agreement is made and entered into this J_r day of n/OAM 2015 by and between
Town of Minturn whose address is P.O. Box 309, Minturn Colorado, 81645 (hereafter known as
"TOM ") 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 TOM 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 TOM
vehicles and equipment. Service will be performed on approximately 13 vehicles and
equipment listed in Exhibit A. The number of vehicles serviced may be increased or
decreased in TOM'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 TOM.
(b) Repair and replacement work as requested by TOM ( "Repair and Replacement"). No
payment for any Repair and Replacement shall be due unless TOM has approved of such
charges. Services may be commenced with verbal approval by TOM 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. TOM 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,
TOM 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 10th 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 TOM.
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 TOM. 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 10/13/2015
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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 TOM to its employees. Contractor shall provide TOM 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 TOM, 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
agreement is in writing and duly signed by the party against whom enforcement of such
change, modification, or termination is sought.
2016 Town of Avon Vehicle and )equipment Maintenance Contract 10/13/2015
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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 TOM. Absolutely no
third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit
fiom this Agreement is an incidental and unintended beneficiary only.
15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town of
Avon and TOM are subject to Article X, § 20 of the Colorado Constitution 0 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 'i r� day of A/00'� EXECUTED this U day of
2015. 2015.
Town of Minturn TOWN OF AVON
r. By:
By:
f e5__� J 0
2016 Town of Avon Vehicle and Equipment Maintenance Contract 10/13/2015
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EXHIBIT A
iFDWF37R58ED33805
2009
Ford
F350
13M
L
1D3HW28P67S190021
2007
Dodge
Dakota
7M
L
1D7HW28N565657232
2006
Dodge
2500
6M
L
1FTSX31PX4EC60013
2004
Ford
F350
8M
L
1FTWF33PX4EC60014
2004
Ford
F350
5M
L
1GNET16M556166328
2005
Chevrolet
Trailblazer
1M
L
1FTZR15EX9PAD2057
2009
lFord
Ranger
14M
L
1XKAD69XONS
1992
Kenworth
Dump truck
144M
H
iB7KF23W6XJ637692
1999
Dodge
2500
12M
L
2133KA43H371-1770201
2007
Dodge
Charger
333
L
33G0249826
2000
Case
580L Backhoe
11M
H
DJN00332
2009
Cat
IT38F Loader
15M
H
44E559257
1996
Mack
Dump Truck
16m
H
END EXHIBIT A
2016 Town of Avon Vehicle and Equipment Maintenance Contract 10/13/2015
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