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02-02-2011 VEHICLE AND EQUIPMENT SERVICE AGREEMENT-EAGLE RIVER WSDVEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this Z day of Z , 2011 by and between Eagle River Water & Sanitation District whose address is 846 Forest Road, Vail Colorado, 81657 (hereafter know as "ERW &SD ") 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 ERW &SD 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 ERW &SD vehicles and equipment. Service will be performed on approximately 97 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ERW &SD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ERW &SD. (b) Repair and replacement work as requested by ERW &SD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ERW &SD has approved of such charges. Services may be commenced with verbal approval by ERW &SD of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. ERW &SD 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, ERW &SD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 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`h of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ERW &SD. 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 ERW &SD subject to such wash rates as Contractor shall establish and may amend from time to time. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 8 1/20/2011 4 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 4kCthe 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 ERW &SD to its employees. Contractor shall provide ERW &SD 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 require /particular expertise and skills, and may not be assigned to any third party without the expressed written consent of ERW &SD, 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. 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 8 1/20/2011 c 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 ERW &SD. 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 Tow+ 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, n,�'twithstanding anything in this Agreement to the contrary, all payment obligations off -the o..w.n. are expressly d ' dent, and conditioned upon the continuing availability of funds fieyond the -- �E�- term of th � �o�n c�� ent fiscal period ending upon the next succeeding December 31. Financial obligations �'f '�ie��v�r� payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, d therwise made available in accordance with the rules, regulations, and resolution of iu — of— A -vorl; and other applicable law. Upon the failure to appropriate such fun s, this Agreement shall be terminated. EXECUTED this.,25f1'day of 1411-1Ne1— EXECUTED this day of , 2011. 2011. Eagle River Water & Sanitation District TOWN OF AVON 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 8 1/20/2011 170W 2006 FORD ESCAPE HYB 1FMY96HX6KD37017 Light 31OW 1997 CHEVROLET EXHIBIT A Light EQUIPMENT MASTER LIST BY SERIAL NUMBER EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS WGEN3 2000 GEN GEN 060597378933 DOWD JU Heavy WPUMPI 2003 Pioneer 6" PUMP 1 Heavy 7W 1999 MQ,KOMATSU PORT 1338419 (GENERATOR) Heavy GEN 2008 CHEVROLET K2500 1GBHK29K68E177202 WGEN2 2000 GEN GEN 1338420 AVON WW ODOR Heavy 605W 1999 BROCK 6" PUMP 1B9CP0811WB276150 Heavy 60OW 1986 HMD 2W 6" PUMP 1D44293C0 Heavy 330W 1999 FORD FLUSHER4X4 1FDAF57F7XEA46122 Light 205W 2002 FORD UTILITY 1FDSF31S42EC96716 Light 145W 1993 FORD L9000 1FDYU90X2PVA00440 Heavy 150W 1995 FORD L9000 1FDYU90X7SVA75806 Heavy 265W 1991 FORD DUMP TRUCK 1FDYW82A1MVA21708 Heavy 270W 1990 FORD L8000 DUMP 1FDYW82A9LVA37900 Heavy 170W 2006 FORD ESCAPE HYB 1FMY96HX6KD37017 Light 31OW 1997 CHEVROLET iGBGK24R6VZ254252 Light UTILITY4X4 315W 1997 CHEVROLET 1GBGK24R7VZ254387 Light UTILITY4X4 85w 2009 CHEVROLET igbhk29k28e176841 Light 250OHD 90w 2008 CHEVROLET K2500 1GBHK29K68E177202 Light HD 80W 2008 CHEVROLET K2500 1GBHK29K98E176559 Light HD 105W 2002 CHEVROLET 1GBJK34182E159491 Light UTILITY 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 8 1/20/2011 255W 2009 CHEVROLET 1GCDT19EO98144241 Light Colorado 50w 2008 CHEVROLET 1GCDT19E188183547 Light Colorado 29OW 2009 CHEVROLET 1GCDT19E198144250 Light Colorado 65W 2007 CHEVROLET 1GCDT19E278242314 Light Colorado 240W 2009 CHEVROLET 1GCDT19E498144503 Light Colorado 275W 2009 CHEVROLET 1GCDT19E598144591 Light Colorado 305W 2009 CHEVROLET 1GCDT19E898143970 Light Colorado 35W 2003 CHEVROLET 1GCEK14TO3Z288886 Light PICKUP 165W 2009 CHEVROLET 1500 1GCEK19039Z183380 Light 15W 2005 CHEVROLET 1500 1GCEK19Z05Z252891 Light 180w 1995 CHEVROLET 1GCFK24K2SZ282068 Light UTILITY 70W 2008 CHEVROLET 1GCDT19E288183928 Light Colorado 130w 1995 CHEVROLET 1GCFK24K7SZ281918 Light UTILITY 250W 1994 CHEVROLET 1GCFK24K8RE230185 Light 3 /4UTILITY 155W 2008 CHEVROLET 1GCHK24K98E208039 Light 250OHD 280W 2003 CHEVROLET 1GCHK24U43E264156 Light UT.PLOW4X4 340W 2003 CHEVROLET 1GCHK24U43E266117 Light UTILITY4X4 175w 2008 CHEVROLET 1GCHK29K48E210483 Light 250OHD 235w 2008 CHEVROLET lgchk29k58e212467 Light 250OHD 180w 2008 CHEVROLET 1GCHK29K88E210292 Light 250OHD 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 5 of 8 1/20/2011 1 120W 2003 CHEVROLET 1GCHK29U43E268068 Light UTILITY 20OW 2009 CHEVROLET 1GCHK44K79F138774 Light 360W 250OHD 1GDGK24UXYE335066 Light 320W 2009 CHEVROLET 1GCHK49K19E135755 Light 140w UTILITY4X4 1GDHK39G86E267313 Light 21OW 2009 CHEVROLET 1GCHK49KX9E135592 Light UTILITY 320W 1999 CHEVROLET 1GCK24U5XE241910 Light 415W UTILITY4X4 1S9HP1422XC241266 Heavy 295W 1996 GMC 3 /4UTIL4X4 1GDGK24R1TZ530955 Light 285w 2006 GMC UT.PLOW4X4 1GDHK39G96E267806 Light 350W 2000 GMC 3 /4UTIL4X4 1GDGK24UIYZ292004 Light 360W 2000 GMC 3 /4UTIL4X4 1GDGK24UXYE335066 Light 300w 2006 GMC K2500 1GDHK29G86E249341 Light 140w 2006 GMC K3500 1GDHK39G86E267313 Light 45W 2008 CHEVROLET 1GNDT13S482209132 Light Trailblazer 40W 1999 CHEVROLET S -10 1GNDT13W2XK200768 Light 415W BLAZE 1S9HP1422XC241266 Heavy 260W 2001 GMC TV VAN 4X4 1GTHG39G61162064 Light 395w 2007 GMC 250OHD 1GTHK23U26F266102 Light 40OW 2009 INTERNATIO Work 1HSWYS3T9A3240660 Heavy Star 215w 2008 INTERNATIO Work 1HTWXAHTX93116052 Heavy Star 41OW 1999 ONAN GENERATOR 1S9AP1127XC241267 Heavy 415W 1999 ONAN GENERATOR 1S9HP1422XC241266 Heavy 125W 1999 STERLING DUMP 2FZNEWDB7YAF21809 Heavy TRUCK 135W 1999 STERLING DUMP 2FZNNWDB4XAF06621 Heavy TRUCK 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 6 of 8 1/20/2011 61OW 2000 TRVL -VAC VLV BOX 30000136 Light 5TEPM62NO1Z816352 CL 115W 2002 401W 1999 MULTI -QUIP 4AG6U2034XCO28313 Heavy 195W GENERATOR TOYOTA PICKUP 405W 1999 MULTI -QUIP 4AG6U2036XCO28314 Heavy TOYOTA GENERATOR STEPM62N53Z250935 Light 55W 2001 TOYOTA CAMRY 4T1BF22KllU127136 Light 5W 2010 TOYOTA CAMRY 4T1BK3EK5BU613799 Light 20W 2000 TOYOTA CAMRY 4T1BF22K3YU105455 Light 25W 2001 TOYOTA CAMRY 4T1BF22K6IU967820 Light low 2005 TOYOTA CAMRY 4T1BF3OK95UO97673 Light 60W 2004 TOYOTA CAMRY 4T1BF32K94UO73403 Light 75W 2003 TOYOTA CAMRY 4T1BF32KX3UO45544 Light 30w 2008 TOYOTA CAMRY 4T1BK46K18U560368 Light 120W 2009 TOYOTA CAMRY 4T1BK46K69U596588 Light 185W 2009 TOYOTA CAMRY 4T1BK46K49UO97014 Light 220W 2000 TOYOTA TRUCK 4TAPM62N3YZ662933 Light 4X4 110W 2001 TOYOTA PICKUP 5TEPM62NO1Z816352 Light 115W 2002 TOYOTA PICKUP 5TEPM62N12Z069796 Light 195W 2003 TOYOTA PICKUP 5TEPM62N13Z253511 Light 190W 2003 TOYOTA PICKUP STEPM62N53Z250935 Light 225W 2003 TOYOTA TRUCK 5TEPM62N73Z251746 Light 4X4 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 7 of 8 1/20/2011 95W 2008 TOYOTA TRUCK 5TEPX42N88Z565716 Light 4X4 100w 2008 TOYOTA Tacoma 5TEPX42NX8Z556936 Light 130W 2008 TOYOTA Tacoma 5TEUX42N48Z581866 Light 230W 2003 TOYOTA TRUCK 5TEWM72N63Z242148 Light 4X4 245W 2003 TOYOTA TRUCK STEWM72NX3Z243416 Light 4X4 WGEN4 2000 GEN GEN 602610 EDWARDS WWP Heavy WGEN1 2000 GEN GEN 86B79 AVON WW PLANT Heavy 611W 1999 TRVL -VAC VLV BOX 99 -111 Light CL 8W 1999 ONAN /CUMNS PORT D990898877 Heavy GEN 9W 1999 ONAN /CUMNS PORT D990899518 Heavy GEN WGEN6 2000 GEN GEN D990901995 AVON DRIN Heavy 430W 1990 JOHN DEERE 624E DW624ED530950 Heavy 425W 1998 JOHN DEERE 624H DW624HX565220 Heavy WGEN7 2000 GEN GEN E020369566 EDWARDS D Heavy 160W 2007 TOYOTA CAMRY JTNBK46K273004865 Light 45OW 2000 JOHN DEERE FIELD KV0260A261613 Heavy OPS WGEN5 2000 GEN GEN LD -95351 VAIL WWP Heavy 435W 1997 JOHN DEERE 8875 M08875XO30602 Heavy 420W 2000 TOYOTA Fork Lift N/A Heavy 440W 2007 JOHN DEERE 7103 T0710JX147089 Heavy 445W 1993 JENZ SHREDDER V174934 Heavy 2011 Town of Avon Vehicle and Equipment Maintenance Contract Page 8 of 8 1/20/2011