01-15-2013 ECO Vehicle and Maintenance EquipmentThis agreement is made and entered into this day of J 2013 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 terin 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. 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 ECO.
(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 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. 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 $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 10th of each
month for services perfonmed the previous month. Payment shall be remitted within thirty
(30) 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 cents per
gallon. Contractor's vehicle washing facility may be used by ECO. Contact TOA for current
wash rates. Late payment and past due amounts shall be subject to interest as set forth in
Chapter 3.32 of the Avon Municipal Code.
2013 Town of Avon Vehicle Maintenance Contract 10/02/2012
Page 1 of 4
4. Terms and 'Termination: This Agreement will be effective as of January 1, 2013 and will
tenninate on December 31, 2013 unless either party fails to substantially perform the duties
and obligations in accordance herewith. In such an event, the non- defaulting party may
tenninate 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 terns, covenants, and/ or
conditions hereof shall not be deemed a waiver of such tern, covenant, or condition, nor
shall any waiver or relinquislunent 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
agreement is in writing and duly signed by the party against whom enforcement of such
change, modification, or termination is sought.
2013 Town of Avon Vehicle Maintenance Contract 10/02/2012
Page 2 of 4
12. Non- Liability of Town for Indirect or Consequential Damages or host 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 acknowledge that the Town and
ECO are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do
not intend to violate the teens 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 payinent obligations of the
Town are expressly dependent and conditioned upon the continuing availability of funds
beyond the teen 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 1 S day of
2013.
EAGLE COUNTY
By:
2013 Town of Avon Vehicle Maintenance Contract
Page 3 of 4
EXECUTED this
2013.
day of ,
10/02/2012
100415,11141111!
WORK FREQUENCY RATE
"A" PM 3,000 miles or $102.00 hr. Light
$110.00 hr. Heavy
Preventive Maintenance 250 hours Plus parts &
Inspection sublet
"Annual" every 12months $102.00 hr. Light
$110.00 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
January 8, 2013. Parties acknowledge that vehicle list may change as fleet is bought or sold by EGO.
VIN
Pass
Manuf /Type
Owner
Unit#
Code
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
15GGD211371078324
37
Gillig BRT
ECO
869
H
15GGD211971078327
37
Gilllig BRT
ECO
870
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
1 GBE5V1927F426429
20
Chevy 5500
ECO
452
L
1 GBE5V1987F426483
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
Gilliq BRT
ECO
880
H
15GGD211091177010
37
Gillig BRT
ECO
881
H
15GGD211291177011 .
37
Gillig BRT
ECO
882
H
1 GB9G5A68A1105503
6
Chevy Arboc
ECO
455
L
15GGD2713A1177756
37
Gillig BRT
ECO
883
H
15GGD2715A1177757
37
Gillig BRT
ECO
884
H
15GGD2710C1179953
37
Gillig BRT
ECO
885
H
END EXHIBIT A
2013 Town of Avon Vehicle Maintenance Contract 10/02/2012
Page 4 of 4