Loading...
11-09-2010 Fleet Services Agreements with Gov AgenciesSERVICE AGREEMENT �/U f ' This agreement is made and entered into this ; fi _ day of ..k: --rt , 2 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 be performed 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` 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 � day of ,, 2009. Gypsum Fire Protection District By: EXECUTED this day of QtCdk k , 2009. , TOWN O ON By: c Sol L t EXHIBIT A WORK "A" PM Preventive Maintenance Inspection FREQUENCY 3,000 miles or 250 hours "Annual" every 12months Preventive Maintenance Inspection NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as o November 5, 2009. RATE $105.00 hr. Plus parts & sublet $105.00 hr. Plus parts & sublet EQUIPMENT EQ DESCRIPTION SERIAL NUMBER 1424G 2006 Ameri La France Rescue 1AFAAGCK27RX24383 1431G 1997 FRGHTLINER Aerial 1FVXTMDBXVH820740 CLASS HP LT a VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this � day of Acwtx k 2010 by and between Town of Minturn whose address is P.O. Box 309, Minturn Colorado, 81645 (hereafter know 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 12 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in TOM's sole discretion provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that 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 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 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. 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 $108.00 per hour for light duty vehicles and equipment and $115 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). There will be a $2.50 per mile charge on all road service calls outside of Town of Avon limits. Invoice shall be issued by the lo 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 TOM. The cost of 2011 Town of Avon vehicle and Equipment Maintenance Contract Pagel of 4 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 TOM 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, 2011 and will terminate on December 31, 2011 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 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 Inmzunity Act, Title 24, Article 10, Part I 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 from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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. " p EXECUTED this _d ay of this '' day of 2010. 2010. Town Of Minturn l TOWN OF AVON 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 EXHIBIT A WORK FREQUENCY RATE "A" PM 3,000 miles or $108.00 hr. Light Dodge $115.00 hr. Heavy Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $108.00 hr. Light 1D7HW28N565657232 $115.00 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 November 3, 2010 8M L VIN Year Manufacturer Equipment Type Unit Code 1B4HS28NXYF255768 2000 Dodge Durango 4M 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 1 M L 1HTZPJ3ROFHA21661 1985 International Dump truck 10M H 1XKAD69XONS 1992 Kenworth Dump truck 144 H M 2G1WF55K329241147 2002 Cheverolet Impala 3M L 2G1WF55K919255116 2001 Chevrolet Impala 2M L 6FN00280 2004 Cat IT38F Loader 9M H JJG0249826 2000 Case 580L Backhoe 11M H Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this A - day of Noy 2010 by and between Western Eagle County Ambulance District whose address is P.O. Box 1809, Eagle, Colorado (hereafter known as "WECAD ") 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 WECAD 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 WECAD vehicles and equipment. Service will be performed on approximately 9 vehicles listed in Exhibit A. The number of vehicles serviced may be increased or decreased in WECAD's sole discretion provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that 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 WECAD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless WECAD has approved of such charges. Services may be commenced with verbal approval by WECAD 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. WECAD 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, WECAD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). There will be a $2.50 per mile charge on all road service calls outside of Town of Avon limits. 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 WECAD. The 2011 Town of Avon vehicle and Equipment Maintenance Contract Page I of 4 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 WECAD 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, 2011 and will terminate on December 31, 2011 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 WECAD to its employees. Contractor shall provide WECAD 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 WECAD, 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 terns, 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 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 WECAD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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 M day of /Voy��/3 � , EXECUTED this a day of ,e.M. 2010. 2010. Western Eagle County Ambulance District TOWN OF AVON B By: 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 , EXHIBIT A WORK "A" PM Preventive Maintenance Inspection FREQUENCY 3,000 miles or 250 hours RATE $108.00 hr. Light $115.00 hr. Heavy Plus parts & sublet "Annual" every 12months $108.00 hr. Light $115.00 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 November 3, 2010 VIN Year Manufacturer Equipment Type Unit Code 1FDXE45F43HA19141 2003 Ford E450 Ambulance 803 L 1FDXE45F63HA19142 2003 Ford E450 Ambulance 802 L 1FDXE45F73HA60864 2003 Ford E450 Ambulance 804 L 1FDXE45P78DA77008 2008 Ford E450 Ambulance 801 L 1FMPU181-1XL1340408 1999 Ford Expedition 800 L 1FMZU72K84ZB05532 2004 Ford Explorer 812 L 1GCHK39628E210748 2008 Chevrolet K250OHD Pick up 808 L L'pr` 1GNFK13027J346200 2007 Chevrolet Tahoe 810 L Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 2011 Parking Agreement ECO -Avon SERVICE AGREEMENT THIS AGREEMENT is entered into the 15th day of ND1 , 2010, between Board of County Commissioners of Eagle County acting through the Eagle County Regional Transportation Authority doing business as ECO Transit ( "ECO ") and Town of Avon ( "Avon "); IT IS AGREED as follows: 1. Services During the term of this Agreement, Avon will provide the following services: (a) Outdoor paved parking stalls at the Swift Gulch Public Works Complex (the "Premises ") to be used for a maximum of ten (10) transit vehicles during November -April that are provided with 120v /10amp electrical power to support the engine block heater at a charge of $350.00 per month per vehicle (includes power for winter months of November through March). (b) Outdoor paved parking stalls at the Premises to be used for a maximum of four (4) transit vehicles during May- October without power at a charge of $300.00 per month per vehicle. (c) Bus wash bay access and usage at a rate of $45.00 per bus. (d) Diesel fuel to be billed at Avon's cost plus 10 %. 2. Limits on Use No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon's written consent and will be considered a breach of this Agreement. The following additional limitations on use apply: (a) The Premises are not secure; the ECO is advised that use of the Premises is "at your own risk ". (b) Parking stalls shall be those designated by Avon. (c) Avon staff reserves the right to physically drive and relocate any of the ECO's vehicles, provided that the vehicle remains within the physical site, at any time for any reason. ECO agrees to provide Avon with functioning keys and/or key -codes capable of unlocking and starting all ECO- serviced vehicles parked on the Premises. (d) All vehicles parked on the Premises included under this Agreement must be in full running order. Avon reserves the right to remove from the Premises at ECO's cost any vehicle that will not start, is dilapidated, or has not been restored to full running order by ECO or their assigns for a period of thirty (30) days or more. (e) ECO agrees to keep the Premises clean, sanitary, and in good condition and, upon termination of the Agreement, vacate the Premises to Avon in a condition identical to that which existed when the ECO initiated site use, except for ordinary wear and tear. (f) ECO agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which ECO becomes aware. (g) ECO agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of ECO. (h) ECO herein acknowledges that the ECO has examined the Premises, including electrical outlets, and has found them to be in good, safe, and clean condition at commencement of this Agreement. (i) In support of the continued governmental partnership between Avon and ECO and in light of on -going efforts to plan, design, and construct a Joint Regional Operations Facility at the site, access and use of Avon's transit operations building (including restrooms, showers, intemet, coffee /cocoa station, and break room) is included at no additional charge. 3. Facilities Avon represents that its facilities are adequately equipped to offer said services. 4. Billing for Services An invoice will be issued by the tenth day of each month for services performed Page 1 of 2 2011 Parking Agreement ECO -Avon during the previous month. Payment is due in full within thirty days of receipt of the invoice. The Town reserves the right to adjust the rates charged for services. 5. Term and Termination This is a month -to -month service agreement which commences on January 1, 2011 and terminates December 31, 2011 unless otherwise terminated earlier in accordance with this Agreement. Either party may terminate this Agreement without cause on fifteen days written notice. In the event of breach of this Agreement by either party, the other party may terminate this Agreement upon seven days written notice unless the breach is cured within the seven day period. The parties desire to implement this Agreement as soon as possible. The signatory for ECO has the authority to bind ECO to the terms and conditions of this Agreement. However, continuation of this Agreement is contingent upon the subsequent ratification of the same by board action of the Board of County Commissioners of Eagle County at their next regularly scheduled meeting. 6. Indemnification. ECO agrees to the extent permitted by law to indemnify, defend and hold harmless TOA, its respective agents, officers and employees of and from any loss, cost, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, including reasonable attorneys fees arising out of acts or omissions of ECO, or those of ECO's agents, officers, servants and employees. 7. Insurance ECO must carry valid insurance for any individuals and property that are involved in use of the Premises. Avon is not liable for damage to ECO -owned property, or any property owned by others and included in a service agreement operated by ECO, while located on the Premises, including acts of vandalism, theft, or comprehensive damage of same vehicles. ECO must provide insurance in the amount of $1,000,000 per occurrence and $1,000,000 aggregate. 8. Relationship of the Parties The relationship between the parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. Avon shall be solely responsible for payroll withholding and payment of taxes as well as payment of unemployment compensation and other employment related benefits. TOWN OF AVON By: R onal Q 0 z" t (, W 019,-- 3y Pri a e Title I >?,} ILI Signature D • to EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY B y : Print N e ignature I y)fC)n 1 DI * P ct r Title 101 60 _ Date Page 2 of 2 2011 Parking Agreement ECO -Avon SERVICE AGREEMENT THIS AGREEMENT is entered into the IV ' t day of , 2010, between Board of County Commissioners of Eagle County acting through the Eagle County Regional Transportation Authority doing business as ECO Transit ( "ECO ") and Town of Avon ( "Avon "); IT IS AGREED as follows: 1. Services During the term of this Agreement, Avon will provide the following services: (a) Outdoor paved parking stalls at the Swift Gulch Public Works Complex (the "Premises ") to be used for a maximum of ten (10) transit vehicles during November -April that are provided with 120v /1 0amp electrical power to support the engine block heater at a charge of $350.00 per month per vehicle (includes power for winter months of November through March). (b) Outdoor paved parking stalls at the Premises to be used for a maximum of four (4) transit vehicles during May- October without power at a charge of $300.00 per month per vehicle. (c) Bus wash bay access and usage at a rate of $45.00 per bus. (d) Diesel fuel to be billed at Avon's cost plus 10 %. 2. Limits on Use No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon's written consent and will be considered a breach of this Agreement. The following additional limitations on use apply: (a) The Premises are not secure; the ECO is advised that use of the Premises is "at your own risk ". (b) Parking stalls shall be those designated by Avon. (c) Avon staff reserves the right to physically drive and relocate any of the ECO's vehicles, provided that the vehicle remains within the physical site, at any time for any reason. ECO agrees to provide Avon with functioning keys and/or key -codes capable of unlocking and starting all ECO- serviced vehicles parked on the Premises. (d) All vehicles parked on the Premises included under this Agreement must be in full running order. Avon reserves the right to remove from the Premises at ECO's cost any vehicle that will not start, is dilapidated, or has not been restored to full running order by ECO or their assigns for a period of thirty (30) days or more. (e) ECO agrees to keep the Premises clean, sanitary, and in good condition and, upon termination of the Agreement, vacate the Premises to Avon in a condition identical to that which existed when the ECO initiated site use, except for ordinary wear and tear. (f) ECO agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which ECO becomes aware. (g) ECO agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of ECO. (h) ECO herein acknowledges that the ECO has examined the Premises, including electrical outlets, and has found them to be in good, safe, and clean condition at commencement of this Agreement. (i) In support of the continued governmental partnership between Avon and ECO and in light of on -going efforts to plan, design, and construct a Joint Regional Operations Facility at the site, access and use of Avon's transit operations building (including restrooms, showers, internet, coffee /cocoa station, and break room) is included at no additional charge. 3. Facilities Avon represents that its facilities are adequately equipped to offer said services. 4. Billing for Services An invoice will be issued by the tenth day of each month for services performed Page 1 of 2 2011 Parking Agreement ECO -Avon during the previous month. Payment is due in full within thirty days of receipt of the invoice. The Town reserves the right to adjust the rates charged for services. 5. Term and Termination This is a month -to -month service agreement which commences on January 1, 2011 and terminates December 31, 2011 unless otherwise terminated earlier in accordance with this Agreement. Either party may terminate this Agreement without cause on fifteen days written notice. In the event of breach of this Agreement by either party, the other party may terminate this Agreement upon seven days written notice unless the breach is cured within the seven day period. The parties desire to implement this Agreement as soon as possible. The signatory for ECO has the authority to bind ECO to the terms and conditions of this Agreement. However, continuation of this Agreement is contingent upon the subsequent ratification of the same by board action of the Board of County Commissioners of Eagle County at their next regularly scheduled meeting. 6. Indemnification. ECO agrees to the extent permitted by law to indemnify, defend and hold harmless TOA, its respective agents, officers and employees of and from any loss, cost, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, including reasonable attorneys fees arising out of acts or omissions of ECO, or those of ECO's agents, officers, servants and employees. 7. Insurance ECO must carry valid insurance for any individuals and property that are involved in use of the Premises. Avon is not liable for damage to ECO -owned property, or any property owned by others and included in a service agreement operated by ECO, while located on the Premises, including acts of vandalism, theft, or comprehensive damage of same vehicles. ECO must provide insurance in the amount of $1,000,000 per occurrence and $1,000,000 aggregate. 8. Relationship of the Parties The relationship between the parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. Avon shall be solely responsible for payroll withholding and payment of taxes as well as payment of unemployment compensation and other employment related benefits. TOWN OF AVON By: Print Name Signature Title Date EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY By: LM o I (er Dia Y Print Ndrne Title ignature Date Page 2 of 2 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of 1' , 2010 by and between Eagle County Regional Transportation Authority whose address is 500 Broadway, P.O. Box 850 Eagle, CO 81631 -0850 (hereafter know as "ECO ") 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 ECO 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 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 provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that the combined number of vehicles and equipment shall not exceed 75 without the approval of Contractor. Routine Maintenance is that which is 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 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 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. ECO 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 perfonn all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the tenm of this Agreement, ECO will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 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 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 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. 2011 Town of Avon Vehicle Maintenance Contract Page 1 of 5 4. Terms and Termination: This Agreement will be effective as of November 1, 2010 and will terminate on December 31, 2011 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 ECO to its employees. Contractor shall provide ECO 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 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 tenn, 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 2011 Town of Avon Vehicle Maintenance Contract Page 2 of 5 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 Govenmmental 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 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 is subject to Article X, 5 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 tern 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 tenninated. EXECUTED this 10 day f NO EXECUTED this y day of ao ((] , 2010. 2010. Eagle County Regional Transportation TO O AVON Authority t Byk , B . Jv 0 .. 2011 Town of Avon Vehicle Maintenance Contract Page 3 of 5 EXHIBIT A WORK FREQUENCY RATE "A" PM 3,000 miles or $108.00 hr. Light $115.00 hr. Heavy Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $108.00 hr. Light $115.00 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 nctnhar5 ?n1n- VIN Pass Manuf /Type Owner Unit# Code 15GCD211 OW 1089053 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 Gilli 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 1GB9G5A68A1105503 6 Chevy Arboc ECO 455 L Deliver 11/2010 37 Gillig BRT ECO 883 H Delivery 11/2010 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). 2011 Town of Avon Vehicle Maintenance Contract Page 4 of 5 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this #A day of � b , 2010 by and between Eagle County Regional Transportation Authority whose address is 500 Broadway, P.O. Box 850 Eagle, CO 81631 -0850 (hereafter know as "ECO ") 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 ECO 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 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 provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that the combined number of vehicles and equipment shall not exceed 75 without the approval of Contractor. Routine Maintenance is that which is 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 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 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. ECO 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, ECO will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 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 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 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. 2011 Town of Avon Vehicle Maintenance Contract Page 1 of 5 4. Terms and Termination: This Agreement will be effective as of November 1, 2010 and will terminate on December 31, 2011 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 ECO to its employees. Contractor shall provide ECO 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 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 terns, 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 2011 Town of Avon Vehicle Maintenance Contract Page 2 of 5 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 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 acla that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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 fiends, this Agreement shall be terminated. EXECUTED this day of � W EXECUTED this day of , 2010. 2010. Eagle County Regional Transportation TOWN OF AVON Authority ` B y: By: 2011 Town of Avon Vehicle Maintenance Contract Page 3 of 5 EXHIBIT A "A" PM Preventive Maintenance Inspection "Annual" 3,000 miles or 250 hours every 12months Preventive Maintenance Inspection NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as o' October 5, 2010: $108.00 hr. Light $115.00 hr. Heavy Plus parts & sublet $108.00 hr. Light $115.00 hr. Heavy Plus parts & sublet VIN Pass Manuf /T pe Owner Unit # Code 15GCD2110W1089053 43 Gillig Phantom ECO 852 H 15GCD2114W 1089054 43 Gillig Phantom ECO 853 H 15GCD2116W1089055 43 Gillig Phantom ECO 854 H 15GCD2115W 1089516 43 Gillig Phantom ECO 855 H 15GCD2117X1089518 43 Gillig Phantom ECO 857 H 15GCD211X11111667 43 Gillig Phantom ECO 861 H 15GCD211 X11111678 43 Gillig Phantom ECO 862 H 15GCD211031112289 43 Gillig Phantom ECO 863 H 15GCD211X41112043 43 Gillig Phantom ECO 864 H 15GCD211551112100 43 Gilliq Phantom ECO 865 H 15GCD211751112101 43 Gilli 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 1G13E5V1987F426483 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 Gilli BRT ECO 882 H 1GB9G5A68A1105503 6 Chevy Arboc ECO 455 L Delivery 11/2010 37 Gillig BRT ECO 883 H Delivery 11/2010 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). 2011 Town of Avon Vehicle Maintenance Contract Page 4 of 5 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this :3C ) 3A day of 60- , 2010 by and between Greater Eagle Fire Protection District whose address is P.O. Box 961, Eagle Colorado, 81631 (hereafter know as "GEFPD ")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 GEFPD 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 GEFPD vehicles and equipment. Service will be performed on approximately 6 vehicles listed in Exhibit A. The number of vehicles serviced may be increased or decreased in GEFPD's sole discretion provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that 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 GEFPD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless GEFPD has approved of such charges. Services may be commenced with verbal approval by GEFPD 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. GEFPD 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, GEFPD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). There will be a $2.50 per mile charge on all road service calls outside of Town of Avon limits. Invoice shall be issued by the l O 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 GEFPD. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). 2011 Town of Avon vehicle and Equipment Maintenance Contract Page 1 of 4 Contractor's vehicle washing facility may be used by GEFPD 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, 2011 and will terminate on December 31, 2011 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. S. 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 GEFPD to its employees. Contractor shall provide GEFPD 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 GEFPD, 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 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 GEFPD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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 2y day of )d L), 2010. EXECUTED this day o f�(rs✓e-n�, , 2010. Greater Eagle Fire Protection District TOWN OF AVON B• 2011 Town of Avon vehicle and Equipment Maintenance Contract Page 3 of 4 EXHIBIT A WORK FREQUENCY "A" PM 3,000 miles or Preventive Maintenance 250 hours Inspection RATE $108.00 hr. Light $115.00 hr. Heavy Plus parts & sublet "Annual" every 12months $108.00 hr. Light $115.00 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 November 3, 2010 VIN Year Manufacturer Equipment Type Unit Code 1FDAF57F8XAE83616 1998 Ford F550 912 L 1FDXX47S44EB12880 2003 Ford F450 914 L 4P1CT02SOXA000015 1999 Pierce Dash Aerial 935 H 4P1CT02U9TA000122 1995 Pierce Saber Pumper 915 H 4P1CT02U9WA000187 1997 Pierce Saber Pumper 924 H U90WVGH1479 1979 Ford L9000 Tender 920 H Code indicates H — heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this 4 //1 day of Z)C'G . , 2010 by and between Town of Redcliff whose address is P.O. Box 40, Redcliff, Colorado, 81649 (hereafter know as "TOR ") 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 TOR 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 TOR vehicles and equipment. Service will be performed on approximately 3 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in TOR's sole discretion provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that 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 TOR ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless TOR has approved of such charges. Services may be commenced with verbal approval by TOR 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. TOR 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, TOR will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost phis fifteen percent (15 %). There will be a $2.50 per mile charge on all road service calls outside of Town of Avon limits. 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 TOR. The cost of 2011 Town of Avon vehicle and Equipment Maintenance Contract Page 1 of 4 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 TOR 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, 2011 and will terminate on December 31, 2011 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 TOR to its employees. Contractor shall provide TOR 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 TOR, 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 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 TOR. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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 finds 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 finds, this Agreement shall be terminated. EXECUTED this day of UeC2 ivi EXECUTED this 9 day of wV , 2010. 2010. Town Of Redcliff TOWN OF AVON Y' Jeer �b v� V iln p . 1 1 tl y 2011 Town of Avon vehicle and Equipment Maintenance Contract Page or EXHIBIT A WORK FREQUENCY "A" PM 3,000 miles or Preventive Maintenance 250 hours Inspection RATE $108.00 hr. Light $115.00 hr. Heavy Plus parts & sublet "Annual" every 12months $108.00 hr. Light $115.00 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 November 3, 2010 VIN Year Manufacturer Equipment Type Owner Unit Code 1GCGK24ROTZ212698 1996 Chevrolet K2500 Pick up 45R L 1HTSDAARXSH242964 1995 International Dump Truck 1R H DW544EB534519 1995 John Deere 544E Loader 2R H Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut- aways). END EXHIBIT A 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 F VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of jo &W 2010 by and between Eagle County Ambulance District whose address is P.O. Box 990, Edwards, Colorado (hereafter know as "EGAD ") 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. The number of vehicles serviced may be increased or decreased in ECAD's sole discretion provided that the Contractor is the sole outside provider for maintenance services set forth herein and provided that 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 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 a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $108.00 per hour for light duty vehicles and equipment and $115 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). There will be a $2.50 per mile charge on all road service calls outside of Town of Avon limits. 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 (10 %). 2011 Town of Avon vehicle and Equipment Maintenance Contract Page 1 of 4 Contractor's vehicle washing facility may be used by ECAD 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, 2011 and will terminate on December 31, 2011 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 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 terns, 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "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 fluids 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 fields, this Agreement shall be terminated. EXECUTED this A—day of t, 2010. c � EXECUTED this day o1 2010. TOWN OF AVON B 2011 Town of Avon vehicle and Equipment Maintenance Contract Page 3 of 4 41 EXHIBIT A WORK FREQUENCY RATE "A" PM 3,000 miles or $108.00 hr. Light $115.00 hr. Heavy Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $108.00 hr. Light $115.00 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 November 4, 2010 VIN Year Manufacturer Equipment Type Unit Code 1 FDWE3FP9ADA15264 2010 Ford E350 Ambulance 780 L 1 FDWE35P15HAl2813 2004 Ford E350 Ambulance 781 L 1 FDWE35P27DB07679 2007 Ford E350 Ambulance 782 L 1 FDWE35P77DB00744 2007 Ford E350 Ambulance 783 L 1 FDWE35P27DA96425 2007 Ford E350 Ambulance 784 L 1 FDWE35F53HA60870 2003 Ford E350 Ambulance 785 L 1 FDWE35P06HA92445 2005 Ford E350 Ambulance 786 L 1 FDWE35P19DA71499 2009 Ford E350 Ambulance 787 L 1 FMFU16597LA79101 2007 Ford Expedition 776 L 1 FMEU73876UB19732 2006 Ford Explorer 777 L 1FMPU16LXlLA86925 2001 Ford Expedition 778 L 1 FMEU73879UA07551 2009 Ford Explorer 779 L Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 SERVICE AGREEMENT /0 This agreement is made and entered into this ��f� day of Aln-t-Lary, 266 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 be performed 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 (1.0) 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 �?c „t�_, 2009. Gypsum Fire Protection District By: P-'�-x, EXECUTED this 3 day ofD -� , 2009. J , TOWN "ON By: i I WORK 'A" PM Preventive Maintenance Inspection 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