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01-10-2006 ERFPD SERVICE AGREEMENTl SERVICE AGREEMENT This agreement is made and entered into this 14 day of 9 n,.be 2005 by and between Eagle River Fire Protection District whose address is P.O. Box 7980, Avon Colorado, 81620 (hereafter know as "ERFPD") 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 ERFPD 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 the ERFPD vehicles and equipment. Service will be performed on approximately 25 vehicles or other equipment, although the number of vehicles and equipment serviced may be increased or decreased in ERFPD'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 ERFPD ("Repair and Replacement"). No payment for any Repair and Replacement shall be due unless ERFPD has approved of such charges. Services may be commenced with verbal approval by ERFPD 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. ERFPD 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, ERFPD will pay Contractor the shop rate of $90.00 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`n of each month for services performed the previous month. Payment shall be remitted within ten (10) days of receipt of invoice. Contractor's washing facilities may be used by ERWSD. Contact TOA for current wash rates. Contractor's Fueling Facilities may be used by ERFPD. 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 January 1, 2006 and will terminate on December 31, 2006 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 ERFPD to its employees. Contractor shall provide ERFPD 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 ERFPD, 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, modifica io or termi tion is sought. EXECUTED this day o &A Eagle R' er Fir rot Dis c By: EXECUTED this -clay of TOWN AV By: A~W C. 204. EXHIBIT A WOPK.;,, FREQUENCY RATE "A" PM 3,000 miles or $90.00 hr. Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $90.00 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 December 1, 2005. AVON BEAVER CREEK EQUIPMENT LIST BY DEPARTMENT Page 1 Program FM G210 DEPARTMENT: 01 - EAGLE RIVER FI RE PROTECTION DISTRICT Date 12/05/05 Time 15:34 Release S. z --DATE-- LICENSE- DEPR --MAINT -YTD-- --MILES HRS-- M EQUIP# YR ---MAKE--- --MODEL--- CLASS ---SERIAL NUMBER---- -ACQRD-- -NUMBER- ---COST- --VALUE--- LTD - -MILES BEG-FY CURRNT T 110 00 PIERCE QUANTUM HP 4P1CT02S9YA000935 11/21/00 AFD 380000. 00 0.00 45704 .64 413 3387 3800 H 111 00 PIERCE QUANTUM HP 4P1C702SOYA000936 11/21/00 AFD E-15 380000. 00 0.00 42524 .00 477 3553 4030 H 112 88 PIERCE DASH-2DR. HP 1P9CTO1D2JA040331 01/01/80 AFD 140000. 00 0.00 56027 .92 369 713 1082 H 113 99 FORD F450/PIERC LP IFDXF47F3XEB37439 03/31/00 24696YM 140000. 00 0.00 7273 -16 4 296 300 H 116 85 FORD F350/PIERC LP IFDKF3818FPB50360 01/01/85 AFD 35000. 00 0.00 24129 .55 0 64462 64462 H 117 86 FORD CT8000 HP 1FDYD8OU7GVA03933 01/01/86 AFD 85000. 00 0.00 37460 .89 1503 78586 80089 M 118 90 PIERCE DASH 4DR,. HP 4P1CT02D5MA000152 01/01/90 AFD 193500. 00 0.00 96167 .12 98765 6601 105366 H 119 01 PIERCE QUANTUM HP 4P1CT02S61AO01708 09/03/01 TEMP E-6 380000. 00 0.00 39339 .73 902 2340 3242 H 121 93 CHEV. SUBURBAN L4U 1GNGK26K2PJ367152 01/01/93 AFD 19150. 00 0.00 17697 .14 2195 119580 121775 M 122 95 CHEV. S10 BLAZER L4U 1GNDT13WBSK260319 09/01/95 588-DVX 20800. 00 0.00 15776 .72 3445 93958 97403 M 123 98 CHEV BLAZER L4U 1GNDT13WXWK224749 05/15/98 587-DVX 23164. 01 0.00 9161 .20 4514 51249 55763 M 124 02 FORD F-550 LP 1FDAX57F82EC50563 07/01/02 949-BHI 60000. 00 0.00 3110 .71 0 6591 6591 H 125 96 PIERCE-FL FL112-TANK HWT IFV6TMDB6XHA41448 01/29/99 AFD 185000. 00 0.00 10846 .47 58 992 1050 H 126 95 GMC 3500 4DR H4U 1GDHK33F3SF007695 11/01/95 AFD 32000. 00 0.00 20847 .78 0 1644 1644 H 127 96 CHEV 3500 4DR H4U IGBHK33FIWFO62189 08/21/98 665A12 29514. 53 0.00 20615 .99 186 2615 2801 H 126 03 CHEV. TAHOE L4U 19076 09/01/03 AFD 28000. 00 0.00 7425 .17 10628 19413 30041 M 129 03 CHEVROLET 250OHD H4P 1GCHK29U33E308690 08/26/03 AFD 30000. 00 0.00 3348 .61 10021 14435 24456 M 130 81 SUTPHEN TS 100+ LT 159A3KEE6S1003008 01/01/81 AFD 350000. 00 0.00 30350 .27 0 1469 1469 H 131 03 PIERCE QUANTUM HP 4P1CT02HX3AO03274 06/27/03 TEMP 380000. 00 0.00 7206 .20 541 816 1357 H 131T 98 HAULMARK K714BT-WT HT 16HPB1424WU011442 07/01/98 AFD 8000 .00 0.00 164 .55 0 0 0 M 132 05 CHEV EQUINOX L4U 2CNDL23F456099517 09/26/05 653-KXK 22000 .00 0.00 448 -61 15 6235 6250 M 1512 85 PIERCE DASH HP E-2693 12/01/02 AFD 50000 .00 0.00 15079 .24 95 4383 4478 H 1520 96 NAVISTAR 4900 CREW HP IHTSEAANlVH402101 12/01/02 AFD 100000 .00 0.00 8746 .16 219 1622 1841 H 1715 78 GMC 6000 E-1 #535 HP TCE618V573059 12/09/02 TEMP 1 .00 0.00 2400 .33 0 3160 3160 M 1720 93 FORD EXPLORE L4U IFMDU34XOPUA46280 01/21/03 EME4711 18 .65 0.00 1351 .24 0 65034 65034 M ERFPD 05 1 1 MSC 1 05/12/05 N/A 1 .00 0.00 1055 .65 0 0 0 M MSCIAD O1 1 1 MSC 1 05/03/98 1 0 .00 0.00 1092 .69 0 0 0 M MSCIER O1 1 1 MSC 1 05/03/98 1 0 .00 0.00 30719 .63 0 0 0 M MSCIFP O1 1 1 MSC 1 05/03/98 1 0 .00 0.00 528 .11 0 0 0 M MSCIPS 01 1 1 MSC 1 05/03/98 1 0 .00 0.00 72 .29 0 0 0 M MSCIT O1 1 1 MSC 1 05/03/98 1 0 .00 0.00 1325 .33 0 0 0 M * DEPT TOTALS: I TEMS 31 COST $3,071,150 D EPRECIATED VAL UE $0 MAINTENANCE (LT D) $557,998 MTHLY CHG + INSUR. AMT $0 MILES DRIVEN (YTD) 32321 HO URS DRIVEN (YTD) / ITE MS 102029 / 15 OT HER METER U SED (YTD) / ITE MS 0 / 0 0 SERVICE AGREEMENT This agreement is made and entered into this /Y-4 day of ~eemk, , 2005 by and between Western Eagle County Ambulance District whose address is P.O. Box 1809, Eagle, Colorado (hereafter know as "WECAD") 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 WECAD 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 the Western Eagle County Ambulance vehicles. Service will be performed on approximately 5 vehicles, although the number of vehicles serviced may be increased or decreased in WECAD's sole discretion. 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 WECAD. No payment for any repair or replacement work shall be due unless WECAD has approved of such charges. Services may be commenced with verbal approval by WECAD of a written estimate submitted by Contractor. Repair and Replacement work consists of the following types of work, including without limitation, transmissions repairs, engine repairs, rear end repairs and any work or repairs exceeding $2,000.00. WECAD 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") Facilities: Contractor represents that it's 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. Compensation: In consideration of Contractor's services during the term of this Agreement, WECAD will pay Contractor $90.00 per hour for repair and replacement work. 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 washing facilities may be used by WECAD. Contact TOA for current wash rates. Contractor's Fueling Facilities may be used by WECAD. 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 January 1, 2006 , and will terminate on December 31, 2006 unless Contractor fails to substantially perform the duties and obligations in accordance herewith. In such an event, WECAD may terminate this Agreement upon seven (7) days written notice to the Contractor, unless Contractor 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 WECAD to its employees. Contractor shall provide WECAD 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 end workmanlike manner. Contractor shall promptly correct any defective work. 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 WECAD, 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 lrte` day of ~<rnC~t , 2005. Western Ea u mbul ce District By: EXECUTED this JQ- day of 200& TOWN OFjAVO 1~1 / By: EXHIBIT A WORK FREQUENCY RATE "A" PM 3,000 miles or $90.00 hr. Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $90.00 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 December 1, 2005. AVON BEAVER CREEK EQUIPMENT LIST BY DEPARTMENT Page 1 Program FMG210 DEPARTMENT: 16 - WESTERN EAGLE COUNTY AMBU LANCE DISTRICT Date 12/05/05 Release 5.z Time 15:35 --DATE-- LICENSE- ---DEPR--- --MAINT -YTD-- --MILES HRS-- M EQUIPR YR MAKE --MODEL--- CLASS ---SERIAL NUMBER---- -ACQRD-- -NUMBER- ---COST --VALUE--- ---LTD- -MILES BEG-FY CURRNT T 800AW 99 FORD EXPEDITION L4U 1FMPU18L1XLB40408 09/19/05 0000000 20000 .00 0.00 344 .60 62764 20000 82764 M 801AW 04 FORD EXPLORER L4U 1FMZU72K84ZB05532 09/19/05 0000000 20000 .00 0.00 0 .00 0 20000 20000 M 802AW 03 FORD E450 AMB 1FDXE45F63HA19142 09/19/05 0000000 50000 .00 0.00 191 .60 0 20000 20000 M 803AW 03 FORD E450 AMB 1FDXE45F43HA19141 09/19/05 960-HOL 50000 .00 0.00 594 .22 16420 20000 36420 M 804AW 03 FORD E450 AMB 1FDXE45F73HA60864 09/19/05 0000000 50000 .00 0.00 760. 89 10686 20000 30686 M MSC16 05 1 1 HMSC 1 09/19/05 1 0 .00 0.00 144 .65 0 0 0 H ' DEPT TOTALS: ITEMS 6 COST $190,000 DEPRECIATED VALUE $0 MAINTENANCE (LTD) $2,037 MTHLY CHG + INSUR. AMT $0 MILES DRIVEN (YTD) 89870 HOURS DRIVEN (YTD) / ITEMS 0 / 1 OTHER METER USED (YTD) / ITEMS 0 / 0