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12-08-2009 Town of Minturn Service AgreementSERVICE AGREEMENT This agreement is made and entered into this 911n. day of 2009 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 11 vehicles listed in Exhibit A, although the number of vehicles serviced may be increased or decreased in TOM's sole discretion; provided, the combined number of vehicles and equipment shall not exceed 22 without the approval of Contractor. Routine Maintenance will be perfonned 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 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 10th' 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 Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten percent. Contractor's vehicle washing facility may be used by TOM. 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 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. 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 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. Ik EXECUTED this Z day of l��i'-�4' , 2009. Town of Minturn By: w%NM Off. EXECUTED this �day of {�G6c tefA 2009 TOWN A ON.. •4G, �r EXHIBIT A WORK FREQUENCY RATE "A" PM 3,000 miles or $105.00 hr. Preventive Maintenance 250 hours Plus parts & Inspection 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 4, 2009. EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS 4M 2000 DODGE DURANGO 1B4HS28NXYF255768 L4UP 7M 2007 DODGE Dakota 1D3HW28P67S190021 L4P 6M 2006 DODGE DT 1D7HW28N565657232 HTS 8M 2004 FORD F350 1FTSX31PX4EC60013 HTS 5M 2004 FORD DUAL 1FTWF33PX4EC60014 HTS lm 2005 CHEVROLET Trailblazer EXT 1GNET16M556166328 L4UP 10M 1985INTERNATIO DT 1HTZPJ3ROFHA21661 HTD 144M 1992 KENWORTH T600AII 1XKAD69XONS HTD 3M 2002 CHEVROLET IMPALA 2G1WF55K329241147 L2A 2M 2001 CHEVORELT IMPALA 2G1WF55K919255116 L2A 9M 2004 CAT IT38F 6FN00280 HL 11M 2000 CASE 580L JJG0249826 HB MIN 2005 TOM 1 TOWN OF MINTURN HMSC TOM 2006 1 1 TOWN OF MINTURN HMSC Jim White Town Manager P.O. Box 309 ♦ 302 Pine Street Minturn, CO 81645 Phone: 970-827-5645 Fax: 970-827-5545 Email: manager@minturn.org November 12, 2009 Town of Avon Fleet Maintenance P.O. Box 975 500 Swift Gulch Road Avon, CO 81620 Re: Town of Minturn Fleet maintenance Contract To whom it may concern: TOWN COUNCIL Mayor - Gordon "Hawkeye" Flaherty Mayor Pro Tem - George Brodin Councilwoman - Shelley Bellm Councilwoman - Lorraine Haslee Councilman - Jerry Bumgarner Councilman - Aggie Martinez Councilman - Matt Scherr The Town of Minturn has accepted the Town of Avon's contract for fleet maintenance in 2010 and two copies of the contract are enclosed for your signature. The Town of Minturn appreciates the Town of Avon's support by providing this service. Please sign both copies and return one to the Town of Minturn, retaining the other for your records. Should you have any questions on this matter, please do not hesitate to call me at your earliest convenience. Since I am the new Town Manager in Minturn, I would also request a future tour of the facility at a time that would be convenient. Sincerely, , r Jim WZ Town Manager P.O. Box 309 Minturn, CO 81645 970-827-5645 manager@minturn.org