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09-13-2005 TOWN OF MINTURN SERVICE AGREEMENTSERVICE AGREEMENT This agreement is made and entered into this \~Xt day of ~~`p 0 5 by and between the Town of Mintum whose address is P.O. Box 309, Mintum Colorado, 81645 (hereafter know as "TOM") 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 TOM to pay the Contractor as herein provided and in consideration of the other terms and conditions hereof, the parties agree as follows: Contractor Services: Contractor will, during the term of this Agreement, provide: (a) Routine maintenance and preventive maintenance ("Routine Maintenance") of TOM vehicles and equipment. Service will be performed on approximately 10 vehicles and 10 pieces of equipment, although the number of vehicles and equipment serviced may be increased or decreased in TOM'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 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. (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, TOM will pay Contractor the shop rate of $85.00 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 100 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. 4. Terms and Termination: This Agreement will be effective as of July15, 2005 and will terminate on December 31, 2005 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 panties 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. ``URjU A EXECUTED this LAy of , 2005. • fir, Town of Minturn 1 I.vJ By: EXECUTED this Hay of 5`-Lr , 1 44 TOWN ON By- ~•k EXHIBIT A FREdrutNC f RAT "A" PM 3,000 miles or $85.00 hr. Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $85.00 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 July 15, 2005 Vehicle Inventory Police 2005 Chevy Blazer 1.00 2000 Dodge Dakota 1.00 2002 Chevy Impala 1.00 Public Works 2005 Bob Cat 873G 1.00 2004 Ford F350 Extended Cab 1.00 2004 Ford F350 2-door 1.00 1995 Caterpiller IT 38F 1.00 TOWN OF NIINTURN, COLORADO ORDINANCE NO. 18 - SERIES 2005 AN ORDINANCE AUTHORIZING THE MAYOR OF THE TOWN OF MINTURN TO SIGN AN INTERGOVERNMENTAL SERVICE AGREEMENT BETWEEN THE TOWN OF AVON GOVERNMENT AND THE TOWN OF MINTURN CONTRACTING FOR VEHICLE AND HEAVY EQUIPMENT MAINTENANCE AND REPAIR SERVICES FOR THE TOWN OF NIINTURN, COLORADO. WHEREAS, The Town of Minturn desires The Town of Avon, Colorado to vehicle maintenance and repair services on a contractual basis; and NOW THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF MINTURN, COLORADO: SECTION 1. The Mayor is authorized to sign an agreement, and such other documents as are reasonably necessary, with the Town of Avon, Colorado. SECTION 2. This Ordinance shall not take effect until the agreement is signed by the representatives of all the necessary parties thereto. SECTION 3. If any part, section, subsection, sentence, clause or phrase of this ordinance is for nay reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 4. The Town Council hereby finds, determines and declares that this Ordinance is necessary and proper for the health, safety and welfare of the Town of Minturn and the inhabitants thereof. SECTION 5. The repeal or the repeal and reenactment of any provisions of the Minturn Municipal Code as provided in this ordinance shall not affect any right with has accrued, any duty imposed, any violation that occurred prior to the effective date hereof, any prosecution commenced, nor any other action or proceeding as commenced under or by virtue of the provision repealed or repealed and reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. INTRODUCED, READ BY TITLE, APPROVED ON THE FIRST READING AND ORDERED PUBLISHED IN FULL THE 3RD DAY OF AUGUST, 2005. The I7~ day of AUGUST, 2005, AT 7:00 p.m. AT THE TOWN HALL 302 PINE STREET, MINTURN COLORADO 81645 IS SET FOR PUBLIC HEARING HEREON. TOWN OF MINTURN By: c 77 /~/7,1 Z_"" ayor ul? 0 , C0 ATTEST: - Y t e-~-a-.a Fy Clerk vkrv, ' '"4 1904 . THE TOWN OF MINTURN, COLORADO, ORDAINS THIS ORDINANCE EN/ACTED AND ORDERED P7LISHED BY TITLE ONLY ON SECOND READING THIS DAY OF f- , 200& ATTEST: T ayor a 2904