08-12-2003 ERW&SD Service AgreementSERVICE AGREEMENT
This agreement is made and entered into thisJaLday of JuTk . ksl 2003 by and between Eagle River Water &
Sanitation District whose address is 846 Forest Road, Vail Col do, 81657 (hereafter know as "ERW&SD") and the Town
of Avon whose address is P.O. Box 1726, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as
"Contractor').
RECITAL
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:
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of the ERW&SD vehicles
and equipment. Service will be performed on approximately 49 vehicles and 15 pieces of equipment,
although the number of vehicles and equipment serviced may be increased or decreased in
ERW&SD's sole discretion; provided, the combined number of vehicles and equipment shall not
exceed 75 without the approval of Contractor. Routine Maintenance will be performed at least every
4,000 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 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 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. 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.
(collectively the "Services")
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. All Routine Maintenance shall be
completed within 24 hours of any vehicle being brought to Contractor's facility.
3. Compensation: In consideration of Contractor's services during the term of this Agreement,
ERW&SD will pay Contractor the shop rate of $80.00 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`h 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
ERW&SD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten
cents per gallon.
4. Terms and Termination: This Agreement will be effective as of September 1, 2003 and will
terminate on December 31, 2003 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 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,
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 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.
EXECUTED this#lf? day ofAJIV-� , 2003.
Eagle Riv ater & nitat X!ptric
By --'.
EXECUTED this );)*day of •kS� -, 2003.Cc
TOWN OF ONBy: Oia''
EXHIBIT A
WORK FREQUENCY RATE
"A" PM 4,000 miles or $80.00 hr.
Preventive Maintenance 250 hours Plus parts &
Inspection sublet
"Annual" every 12months $80.00 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
September 1, 2003.
PU2WD&4WD
PICK-UPS (2WD & 4 WD)
4000 MILES SERVICE
ALWAYS REFER TO UMICLE FILE NOTES ON PREVIOUS REPAIRS
DONE AMOUNT COMMENTS
A. Engine Oil
B. Engine of filter
C. Air filter
D. Fuel fitter
ATE
A. Sheering rink
B. Front suspension
C. Drive draft
D. Hood latch & hinges
E. Door latch & huVes
FLUID LEVELS OF
A. Engine Oil
B. Transmission fluid
C. Front & differential
D. Battery
E. Transfer case (if equipped)
F. Master cylinder
G_ Cluth master cylinder
H. Power steering of
1. Windshield wash
J. Coolant level
THE FOLLOWING
A. Belt condition and tension
B. Wafer pump bearing
& PCV valve
D. Wiper operation & blade coed_
E. All rights and minors
F. Window operation
G. Hom operation
H. AIC operation
I. Shocks and suspension
J. Time pressure (32 PSI)
K Body trim
L Interior parts
M. Seat cover condition
N. 4x4 operation ( if equipped)
O. Plow, frame & hydraulic fluid
LETE THE FOLLOWING
A. Brake shoe measurement Base
B. Rotate tires
C. Test drive
D. Attach P. M. stickers