11-20-2008 EAGLE COUNTY AMBULANCE DISTRICT SERVICE AGREEMENTSERVICE AGREEMENT
This agreement is made and entered into this day of 008 by and between Eagle County Ambulance
District whose address is P.O. Box 990, Edwards, Colorado (herea er know as "ECAD") and the Town of Avon whose
address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor').
RECITAL
In consideration of the obligation of ECAD 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 Eagle County
Ambulance vehicles. Service will be performed on approximately 12 vehicles, although the number of
vehicles serviced may be increased or decreased in ECAD'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 ECAD. No payment for any repair or replacement
work shall be due unless ECAD has approved of such charges. Services may be commenced with
verbal approval by ECAD 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. ECAD 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.
3. Compensation: In consideration of Contractor's services during the term of this Agreement, ECAD
will pay Contractor $105.00 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 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 ECAD. Contact TOA for current wash rates.
Contractor's Fueling Facilities may be used by ECAD. 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, 2009 and will terminate
on December 31, 2009 unless Contractor fails to substantially perform the duties and obligations in
accordance herewith. In such an event, ECAD 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 ECAD to its employees.
Contractor shall provide ECAD an original of its Form W-9 (Request for Taxpayer Identification
Number of Certification).
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 ECAD, 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.
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.
Eagle C
By:
EXECUTED
TOWN
By:
EXECUTED thisjj day o~ 2008.
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
October 30, 2008.
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Memo
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From: Dan Higgins)
Date: 11/17/08
Re: Service Agreement with Eagle County Ambulance District
Background: The Town of Avon operates fleet maintenance out of its Swift Gulch
facility located at 500 Swift Gulch Road. We have several annual maintenance contracts with
neighboring districts.
One of our goals is to secure more third party revenue to help reduce the subsidy of our
operation.
Discussion: Attached is a one-year service agreement for 2009 between the Town and
Eagle County Ambulance District for vehicle maintenance.
Financial Implications: The agreement contains our standard price of
$105.00/hour for routine and preventive maintenance as well as repair and replacement.
Recommendation: Staff recommends approval of the one-year service agreement
with Eagle County Ambulance District. It is considered an Intergovernmental Agreement and
according to our Town Charter, 16.2, it must be approved by a 2/3 vote of the Town Council.
Town Manager Comments: