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11-06-2013 ECHSD Vehicle and Equipment Maintenance Service AgreementVEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this ls'/ day 013 by and between Eagle County Health Services District whose address is P.O. Box 990, Edwards, Colorado (hereafter know as "ECHSD") 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 ECHSD 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 ECHSD vehicles and equipment. Service will be performed on approximately 21 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ECHSD'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 ECHSD. (b) Repair and replacement work as requested by ECHSD ("Repair and Replacement"). No payment for any Repair and Replacement shall be due unless ECHSD has approved of such charges. Services may be commenced with verbal approval by ECHSD 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. ECHSD 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, ECHSD 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 performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ECHSD. 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 ECHSD. 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. 2014 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 10/16/2013 4. Terms and Termination: This Agreement will be effective as of January 1, 2014 and will terminate on December 31, 2014 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 ECHSD to its employees. Contractor shall provide ECHSD 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 ECHSD, 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 2014 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 10/16/2013 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 ECHSD. 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 the District are 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 _day of Q EXECUTED this &day o , 2013. 2013. Eagle County health Services District TOWN OF AVON By: By: 2014 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 10/16/2013 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of October 16, 2013 VIN Year Manufacturer Equipment Type 2010 Unit Code 2007 Ford 1 FDWE35P77DB00744 2007 Ford 1 FDWE35P27DA96425 2007 1 FDWE3FP9ADA15264 2010 Ford 1FDWE3FPOADA15265 2010 Ford 1 FDWE35P27DB07679 2007 Ford 1 FDWE35P77DB00744 2007 Ford 1 FDWE35P27DA96425 2007 Ford 1 FDWE3FP5ADA07694 2009 Ford 1 FDWE35P06HA92445 2005 Ford 1 FDWE35P19DA71499 2009 Ford 1 FMHK8 8D 2B6A84422 2011 Ford 1FMFU16597LA79101 2007 Ford 1FMEU73876UB19732 2006 !Ford r1 FMJU-1-G-5-6 C E F 3 9 810 2012 Ford 1 FMEU73879UA07551 2009 Ford 1 FDXE45F431­lA19141 2003 Ford E450 1 FDXE45F63HA19142 2003 Ford E450 1 FDXE45F73HA60864 2003 Ford E450 1 FDXE45P78DA77008 2008 Ford E450 1FMPU18L1XLB40408 1999 Ford 1 FMZU72K84ZB05532 2004 Ford 1GCHK39628E210748 2008 !Chevrolet ,1GNFK13027J346200 12007 ;Chevrolet E350 Ambulance i 780 L E350 Ambulance- 781 L E350 Ambulance i 782 L E350 Ambulance L E350 Ambulance 784 L E350 Ambulance 785 L E350 Ambulance i 786 L E350 Ambulance 787 L Explorer 775 L Expedition. 776 L Explorer 777 L Expedition — 778 L Explorer i 779 L Ambulance 803 L Ambulance 802 L Ambulance i 804 L Ambulance 801 j L Expedition 800 L Explorer 812 L K2500HD Pick up 808 L Tahoe --- 11 _------- - L 8107 Code indicates H— heavy duty (e.g., large buses) or L —light duty — (e.g., supervisor vehicles, small cut-aways). END EXHIBIT A 2014 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 10/16/2013