12-01-2008 EAGLE COUNTY HAZMAT TEAM SERVICE AGREEMENTSERVICE AGREEMENT
This agreement is made and entered into this day of Ileem ems- , 2008 by and between Eagle County Hazmat
Team whose address is P.O. Box 1388, Avon Colorado, 81620 (hereafter know as "ECHT") and the Town of Avon whose
address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor').
RECITAL
In consideration of the obligation of ECHT to pay the Contractor as herein provided and in consideration of the other terms
and conditions hereof, the parties agree as follows:
Contractor Services: Contractor will, during the term of this Agreement, provide:
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the ECHT vehicles and
equipment. Service will be performed on approximately 1 vehicle and 3 trailers, although the number
of vehicles and equipment serviced may be increased or decreased in ECHT's sole discretion;
provided, the combined number of vehicles and equipment shall not exceed 75 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 ECHT ("Repair and Replacement"). No payment for
any Repair and Replacement shall be due unless ECHT has approved of such charges. Services
may be commenced with verbal approval by ECHT 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. ECHT 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.
(collectively the "Services")
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.
Compensation: In consideration of Contractor's services during the term of this Agreement, ECHT
will pay Contractor the shop rate of $100.00 per hour ($105.00 per hour after December 31, 2008) 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 10th of each month for services performed the
previous month. Payment shall be remitted within ten (10) days of receipt of invoice. Contractor's
washing facilities may be used by ECHT. Contact TOA for current wash rates. Contractor's Fueling
Facilities may be used by ECHT. The cost of Unleaded Gasoline and Diesel Fuel will be at the
Contractor's cost plus ten percent.
Terms and Termination: This Agreement will be effective as of November 13, 2008 and will
terminate on December 31, 2009 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 30 Days
written notice.
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 ECHT to its employees.
Contractor shall provide ECHT 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,
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 ECHT, 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.
EXECUTED this bra day of he~em.+& 2008.
Eagle County Hazmat Team ~0`4~11 O~
9
By' .~O
EXECUTED C) day o 008.
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EXHIBIT A
WORK
"A" PM
Preventive Maintenance
Inspection
"Annual"
Preventive Maintenance
Inspection
FREQUENCY
3,000 miles or
250, 500 hours
every 12months
750, 1000 hours
RATE
$100.00 hr.
($105.00 hr on 1/1/2009) Plus parts &
sublet
$100.00 hr.
($105.00 hr on 1/1/2009) Plus parts &
sublet
Memo
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From: Dan Higgins ~
Date: 11/17/08 Re: Service Agreement with Eagle County Hazmat Team
Background: The Town of Avon operates fleet maintenance out of its Swift Gulch
facility located at 500 Swift Gulch Road. We have several annual maintenance contracts with
neighboring districts.
One of our goals is to secure more third party revenue to help reduce the subsidy of our
operation.
Discussion: Attached is a one-year service agreement for 2009 between the Town and
Eagle County Hazmat Team for vehicle maintenance.
Financial Implications: The agreement contains our standard price of
$105.00/hour for routine and preventive maintenance as well as repair and replacement.
Recommendation: Staff recommends approval of the service agreement with
Eagle County Hazmat Team. It is considered an Intergovernmental Agreement and according
to our Town Charter, 16.2, it must be approved by a 2/3 vote of the Town Council.
Town Manager Comments: