01-25-2010 GFPD Service AgreementSERVICE AGREEMENT
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This agreement is made and entered into this ° 5 day of�r�� , 2669 by and between
Gypsum Fire Protection District whose address is P.O. Box 243, Gypsum Colorado, 81637
(hereafter know as "GFPD") 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 GFPD 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 GFPD
vehicles and equipment. Service will e performe on approximately 17 vehicles or
other equipment listed in Exhibit A, although the number of vehicles serviced may be
increased or decreased in GFPD's sole discretion; provided the combined number of
vehicles and equipment shall not exceed 34 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 GFPD ("Repair and Replacement"). No
payment for any Repair and Replacement shall be due unless GFPD has approved of such
charges. Services may be commenced with verbal approval by GFPD 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. GFPD 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,
GFPD 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`x' 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 GFPD. 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
GFPD. 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 GFPD to its employees. Contractor shall provide GFPD 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 GFPD, 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 GFPD. 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 this —')S day of ,, , 2009.
Gypsum Fire Protection District
By:
EXECUTED this �*— day ofD4dk&_k , 2009
TOWN "ON
By: i
A OF AVp�,
SE,A
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 5, 2009.
EQUIPMENT
EQ DESCRIPTION
SERIAL NUMBER
CLASS
1424G
2006 Ameri La France Rescue
1AFAAGCK27RX24383
HP
1431G
1997 FRGHTLINER Aerial
1FVXTMDBXVH820740
LT