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11-23-2009 ECAD Service AgreementSERVICE AGREEMENT This agreement is made and entered into this day of bi2009 by and between 1' Eagle County Ambulance District whose address is P.O. Box 990, Edwards, Colorado (hereafter know as "ECAD") 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 ECAD 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 ECAD vehicles and equipment. Service will be performed on approximately 12 vehicles listed in Exhibit A, although the number of vehicles serviced may be increased or decreased in ECAD's sole discretion; provided, the combined number of vehicles and equipment shall not exceed 24 without the approval of Contractor. Routine Maintenance will be performed at least every 3,000 miles or 250 hours of use. Routine Maintenance shall consist of those services outlined in Exhibit A attached hereto. (b) Repair and replacement work as requested by ECAD ("Repair and Replacement"). No payment for any Repair and Replacement shall be due unless ECAD has approved of such charges. Services may be commenced with verbal approval by ECAD of a written estimate submitted 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. ECAD 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, ECAD will pay Contractor the shop rate of $105.00 per hour for Routine Maintenance and Repair and Replacement. Materials and sublet work shall be charged at cost plus ten percent. Invoice shall be issued by the 10"' of each month for services performed the previous month. Payment shall be remitted within ten (10) days of receipt of invoice. Contractor's Fueling Facilities may be used by ECAD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten percent. Contractor's vehicle washing facility may be used by ECAD. Contact TOA for current wash rates. 4. Terms and Termination: This Agreement will be effective as of January 1, 2010 and will terminate on December 31, 2010 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the other party may terminate this Agreement upon seven (7) days written notice to that party, unless that party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause upon 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 ECAD to its employees. Contractor shall provide ECAD 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 ECAD, 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 ECAD. 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. EXECUTED thio)—day o � 2009. Eagle y 1 District By: C�:��6e4(za EXECUTED this e– day of , 2009. TOWN O AV N l� By: Com- Y? WORK "A" PM Preventive Maintenance Inspection EXHIBIT A FREQUENCY 3,000 miles or 250 hours RATE $105.00 hr. Plus parts & sublet "Annual" every 12months $105.00 hr. Preventive Maintenance Plus parts & Inspection sublet NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of November 4, 2009. EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS 780A 2003 FORD E350 1FDWE35F33HB42189 AMB 785A 2003 FORD E350 1FDWE35F53HA60870 AMB 782A 2001 FORD E350 1FDWE35F61HA57750 AMB 784a 2000 FORD E350 1FDWE35F7YHA29756 AMB 783A 2002 FORD E450 1FDWE35F82HA21091 AMB 786A 2005 FORD E350 1FDWE35P06HA92445 AMB 781A 2004 FORD E350 1FDWE35P15HA12813 AMB 784A 2007 FORD E350 1FDWE35P27DA96425 AMB 782A 2007 FORD E350 1FDWE35P27DB07679 AMB 783A 2007 FORD E350 1FDWE35P77DB00744 AMB SRK 1996 FORD EXPLORER 1FMDU34X7TZB32571 L4UP 777A 2006 FORD EXPLORER 1FMEU73876UB19732 L4U 779A 2009 FORD EXPLORER 1FMEU73879UA07551 L4U 776A 2007 FORD EXPEDITION 1FMFU16597LA79101 141-1 779A 2001 FORD EXPEDITION 1FMPU161-81LA86924 1-4U 778A 2001 FORD EXPEDITION 1FMPU16LXlLA86925 L4U LYN 1998 FORD EXPLORER 1FMZU34EOWZA99891 L4U