10-25-2011 ECRTA Vehicle and Equipment Maintenance Service AgreementVEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT
This agreement is made and entered into this _day of2011 by and between Eagle County
Regional Transportation Authority, whose address is 500 Broadway, P.O. Box 850 Eagle, CO 81631-0850
("ECO"), and the Town of Avon, whose address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado,
81620 ("Contractor").
In consideration of the obligation of ECO to pay the Contractor as herein provided and in consideration of the
other teens 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 ECO vehicles and
equipment. Service will be performed on any of the vehicles listed in Exhibit A. The number of
vehicles serviced may be increased or decreased in ECO'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 ECO.
(b) Repair and replacement work as requested by ECO ("Repair and Replacement"). No payment for any
Repair and Replacement shall be due unless ECO has approved of such charges. Services may be
commenced with verbal approval by ECO 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. ECO acknowledges that subcontractors will
perforin 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 tern of this Agreement, ECO will pay
Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate
shall be $102.00 per hour for light duty vehicles and equipment and $110.00 per hour for heavy duty
vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15%).
Invoice shall be issued by the 10th of each month for services perforned the previous month. Payment shall
be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by
ECO. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10%).
Contractor's vehicle washing facility may be used by ECO subject to such wash rates as Contractor shall
establish and may amend from time to time.
4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on
December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance
herewith. In such an event, the non -defaulting party may tenninate 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.
2012 Town of Avon Vehicle Maintenance Contract
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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 ECO to its employees. Contractor shall provide ECO an original of its Forin
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 ECO, 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.
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 ECO. Absolutely no third party beneficiaries are intended by
2012 Town of Avon Vehicle Maintenance Contract
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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 ECO are
subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The Parties do not intend to violate the
terns 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
tenn 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.
a
TOWN OF AVON ��,.,-� / ''y p�l4�•
Rich Carroll, Mayor ~
Signature Date
EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
ATTEST::'
9
By:
Clerk to the Board of ivai►�° Jody
County Commissioners C�aii
Remainder of Page Intentionally Left Blank //
2012 Town of Avon Vehicle Maintenance Contract
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EXHIBIT A
"K PM 3,000 miles or
$102.00 hr. Light
Manuf/Ty e
$110.00 hr. Heavy
Preventive Maintenance 250 hours
Plus parts &
Inspection
sublet
"Annual" every 12months
$102.00 hr. Light
852
$110.00 hr. Heavy
Preventive Maintenance
Plus parts &
Inspection
sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement
as of
September 15, 2011. Parties acknowledqe that vehicle list may change as fleet is bought or sold by ECO.
VIN
Pass
Manuf/Ty e
Owner
Unit#
Code
15GCD2110W1089053
43
Gillig Phantom
ECO
852
H
15GCD2114W1089054
43
Gillig Phantom
ECO
853
H
15GCD2116W1089055
43
Gillig Phantom
ECO
854
H
15GCD2115W1089516
43
Gillig Phantom
ECO
855
H
15GCD2117X1089518
43
Gillig Phantom
ECO
857
H
15GCD211X11111667
43
Gillig Phantom
ECO
861
H
15GCD211X11111678
43
Gillig Phantom
ECO
862
H
15GCD211031112289
43
Gillig Phantom
ECO
863
H
15GCD211X41112043
43
Gillig Phantom
ECO
864
H
15GCD211551112100
43
Gillig Phantom
ECO
865
H
15GCD211751112101
43
Gillig Phantom
ECO
866
H
15GGD211061077548
37
Gillig BRT
ECO
867
H
15GGD211061077549
37
Gillig BRT
ECO
868
H
15GGD211971078103
37
Gilllig BRT
ECO
871
H
15GGD211071078104
37
Gillig BRT
ECO
872
H
15GGD211271078105
37
Gillig BRT
ECO
873
H
15GGD211471078106
37
Gillig BRT
ECO
874
H
15GGD211671078107
37
Gillig BRT
ECO
875
H
1GBE5V1927F426429
20
Chevy 5500
ECO
452
L
1GBE5V1987F426483
20
Chevy 5500
ECO
453
L
1GBE5V1997F426508
20
Chevy 5500
ECO
454
L
15GGD211481078857
37
Gillig BRT
ECO
876
H
15GGD211681078858
37
Gillig BRT
ECO
877
H
15GGD211781078859
37
Gillig BRT
ECO
878
H
15GGD211381078860
37
Gillig BRT
ECO
879
H
15GGD211491177009
37
Gillig BRT
ECO
880
H
15GGD211091177010
37
Gillig BRT
ECO
881
H
15GGD211291177011
37
Gillig BRT
ECO
882
H
1G139G5A68A1105503
6
Chevy Arboc
ECO
455
L
15GGD2713A1177756
37
Gillig BRTECO
883
H
15GGD2715A1177757
37
Gillig BRT
ECO
884
H
Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., foreman vehicles, small cut-aways).
Pass -passenger count.
END EXHIBIT A
2012 Town of Avon Vehicle Maintenance Contract
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