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11-01-2011 3rd Party Fleet Maint.&Bus Parking Agreements�pq 3rd Partv Fleet Maintenance & Bus Parking Agreements No. Agency Agreement to them Agreement w /town Status of Signature Page 1. Eagle River Fire Protection District Yes Yes Need ERFPD signature & a copy of final document 2. Beaver Creek Metro District Bus Dept. Yes Yes Yes 3. Beaver Creek Metro District PW 4. Eagle County Ambulance District Yes Yes Getting Rich's signature for our copy S. Eagle River Water & Sanitation District Yes Yes Yes 6. Town of Minturn Yes Yes Gettin c ' s t e for our c y 7. Western Eagle County Ambulance District Yes Yes Yes 8. Town of Redcliff Ye Yes Need Redcliff signatures 9. Greater Eagle Fire Protection District Yes Yes Yes 10. Regional Hazardous Material Assn Yes Yes Need Hazmats signatures 11. Vail Valley Foundation Yes Yes Need Foundation signatures 12. ECO Service Agreement Yes Yes Yes 13. ECO Parking Agreement Yes Yes Yes M VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of — , 2011 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 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor "). 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: 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 ERFPD vehicles and equipment. Service will be performed on approximately 32 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ERFPD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ERFPD. (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 or verbal estimate provided 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. 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, ERFPD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. 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 (10 %). Contractor's vehicle washing facility may be used by ERFPD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 9/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 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, modification, or termination is sought. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 9/22/2011 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 ERFPD. 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. 15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town and the District are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this 7day of , EXECUTED this 9�'— day of QCUIN , 2011. 2011. Eagle River Fire Protection District TOWN OF AVON 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 9/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 2011 VIN Year dh 2000 1988 Manufacturer Pierce Quantum Pierce Dash Equipment Type jPumper Pumper Unit # 111 112 Code H H 4P1CT02SOYA000936 1 P9CT01 D2JA040331 4P1CT02S61A001708 2001 Pierce Quantum Pumper 119 H 1GNGK26K2PJ367152 1993 ICh evrolet Suburban 1121 1 L 1GNDT13WXWK224749 1998 Chevrolet Blazer 123 L 1 FDAX57F82EC50563 2002 Ford F550 Wildland pumper 124 L 1 FV6TMDB6XHA41448 1998 Pierce Tender 125 H 1GBHK33F1WF062189 1998 Chevrolet K3500 127 L 1GNEK13Z73J319076 2003 Chevrolet Tahoe 128 L 1GCHK29U33E308690 2003 Chevrolet K2500 Pick up 129 L 4P1CT02HX3A003274 2003 Pierce Quantum Pumper 131 H 16HPB1424WU011442 1998 Haulmark Trailer 131T L 2CNDL23F456099517 2005 Chevrolet Equinox 132 L 4P5T8222X81121016 2008 PJ Flat bed Trailer 132T L 4P1 CD01 H76A005812 2006 Pierce Dash Pumper 133 H 1GNFK13037R223541 2007 Chevrolet Tahoe 134 L 1GCHK39D07E176757 2007 Chevrolet K3500 Pick up 135 L 1 FDAX57P87EB47966 2007 Ford F550 Wildland pumper 136 L 1GNFK130X7J401864 2007 Chevrolet Tahoe 137 L 4P1 CD01 H97A007515 2007 Pierce Dash Pumper 138 H 4P1 CD01 H07A007516 2007 Pierce Dash Pumper — — 139 H 1G1ZJ57B28F195948 2008 Chevrolet Malibu 140 L 3GNGK26K08G215700 2008 Chevrolet Suburban 141 L 1GNFK130X8R204020 2008 Chevrolet Tahoe 142 L 1GNFK130X8R202218 2008 Chevrolet Tahoe 143 L 2CNDL63F286280384 2008 Chevrolet Equinox 144 L 1GCHK29608E176691 2008 Chevrolet K2500 Pick up 145 L 4P1CU01HX8A008545 2008 Pierce Quantum Aerial Wildland pumper 146 147 H -- H 1 HTWEAZR89136549 2007 - International E -2693 1985 1 Pierce Dash Pumper 1512 H 1HTSEAANlVH402101 1996 linternational Ford Rescue 1520 H L 1 FMDU34XOPUA46280 1993 Explorer 17201 Code indicates H— heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 9/22/2011 � guS VEHICLE AND EQUIPMENT SERVICE AGREEMENT This agreement is made and entered into this gr day of &A�L2011 by and between Beaver Creek Metropolitan District whose address is P.O. Box 2560, Edwards Colorado, 81632 (hereafter know as "BCMD ") 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 BCMD 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 BCMD vehicles and equipment. Service will be performed on approximately 22 transit buses listed in Exhibit A. The number of vehicles serviced may be increased or decreased in BCMD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of BCMD. (b) Repair and replacement work as requested by BCMD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless BCMD has approved of such charges. Services may be commenced with verbal approval by BCMD of a written or verbal estimate provided 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. BCMD 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, BCMD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by BCMD. 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 BCMD. Contact TOA for current wash rates. 1/28/11 4. Terms and Termination: This Agreement will be effective as of October 1, 2011 and will terminate on September 30, 2012 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 BCMD to its employees. Contractor shall provide BCMD 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 at contractor's sole cost and expense. 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 BCMD, 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. 1/28/11 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 BCMD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and BCMD are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Parties are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Parties' current fiscal period ending upon the next succeeding December 31. Financial obligations of the Parties payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Parties, , and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 1/28/11 � � � EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 20, 2011 VIN Pax I Manufacturer Equipment Type Owner Unit 1N93623476A140297 50 Optima Heavy Bus Beaver Creek 997 IN93623456A140296 50 Optima Heavy Bus BeaverCreek 996 1Z9B5BSS54W216252 51 Optima Heavy Bus Beaver Creek 852 1Z9B5BSS34W216251 51 Optima Heavy Bus Beaver Creek '851 15G D2018T1087501 60 Gillig Heavy Bus BeaverCreek 848 15GCO201XT1087497 G GO G Gi||ig H Heavy Bus Beaver Cre eh 8 844 . 15GGD271291177582 7 70 G GiUig H Heavy Bus Beaver Creek 0 082 15GGD71491177583 7 70 G GiUig H Heavy ----- - !Beaver Creek - -D83 ` 4 l/28/ll � ♦y VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this �t— day of ��011 by and between Beaver Creek Metropolitan District whose address is P.O. Bob 2560, Edwards Colorado, 81632 (hereafter know as "BCMD ") 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 BCMD 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 BCMD Public Works vehicles and equipment. Service will be performed on approximately 24 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in BCMD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of BCMD. (b) Repair and replacement work as requested by BCMD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless BCMD has approved of such charges. Services may be commenced with verbal approval by BCMD of a written or verbal estimate provided 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. BCMD 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, BCMD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10`h of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by BCMD. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by BCMD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 5 9/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 BCMD to its employees. Contractor shall provide BCMD 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 at contractor's sole cost and expense. 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 BCMD, 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 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 5 9/22/2011 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 BCMD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and BCMD are subject to Article X, § 20 of the Colorado Constitution ("TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Parties are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Parties' current fiscal period ending upon the next succeeding December 31. Financial obligations of the Parties payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Parties, , and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. // �{�. EXECUTED this o26 day of G km EXECUTED this 0 " day o 2011. 2011. Beaver Creek Metropolitan District By: TOWN OF AVON 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 5 9/22/2011 EXHIBIT A EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS 101BC 2010 Ford F350 Pick up 1FTRF3BT7BEA75301 Light 102BC Peterbilt 386 w /plow 1NP- H49X- 8- BD122336 Heavy 901BC Peterbilt 367 dump truck 1NPTMOOX7AD105040 Heavy 7802BC 1999 BANDIT 250XP CHIP 014526 Light 7708BC 2007 Sullivan Compressor 1 Light 7755BC 2000 Bear Cat Crack Sealer 1 Light 802BC 1999 BANDIT CHIPPER 1 Light 502BC 2005 FORD F350 1FDSF35P95EC37607 Light 501BC 2005 FORD F350 1FTWF31P35EC29014 Light 7703BC 2002 FRGHTLINER FLD112SD IFVAAEA832P]64697 Heavy 601BC 1999 TRAILMAX GTD -20 -7 iG9KS3323XA065372 Heavy 7602BC 2005 GMC T7500 IGDM7FI325F533377 Heavy 798BC 1999INTERNATIO 5000 4X4 1HTTNAHT6XJ001969 Heavy 603BC 2010 TOYOTA Sequoia 5TDBT48AX5S248099 Light 785BC 1999 CAT 938G 6WS01037 Heavy 737BC 1990 CAT 140G BLADE 72V13202 Heavy 7801bc 1998 BROCE SWEEPER 89007 Heavy 783BC 1990 FAIR MFG 742SI C78FMID7489 Heavy 796BC 2005 CAT 2878 CAT0287BPZSA01846 Heavy 804BC 2007 JOHN DEERE 6241 DW6243Z614010 Heavy 803BC 2007 KAWASAKI MULE JKIAFDB1376514174 Light 7601BC 2006 JOHN DEERE 310 SG HOE T0310SG956058 Heavy 606BC 2004 MERCEDES UNIMOG WD6DE4CS744204863 Heavy 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 5 9/22/2011 605BC 2007 MERCEDES UNIMOG WD7DE4CS664211379 Heavy 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 5 of 5 9/22/2011 `'1 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day o , 2011 by and between Eagle County Ambulance District whose address is P.O. Box 990, Edwards, Colorado (hereafter 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 "). 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: 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 ECAD vehicles and equipment. Service will be performed on approximately 12 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ECAD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ECAD. (b) Repair and replacement work as requested by ECAD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ECAD has approved of such charges. Services may be commenced with verbal approval by ECAD of a written or verbal estimate provided 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. 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. 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 a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. 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 (10 %). Contractor's vehicle washing facility may be used by ECAD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 9/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting parry, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 ECAD to its employees. Contractor shall provide ECAD 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 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. 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 9/22/2011 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 ECAD. Absolutely no third parry beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and the District are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this,-&- day of EXECUTED this day ofd 2011. 2011. Ea LOW 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 9/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 2011 VIN Year Manufacturer Equipment Type L Unit Code 1 FDWE3FP9ADA15264 ;2010 Ford ' E350 Ambulance 1 780 L 1 FDWE35P15HA12813 '2004 ; Ford . E350 Ambulance 781 L 1FDWE35P27DB07679 12007 Ford — E350 Ambulance �i782 �L — _. - 1 FDWE35P77DB00744 - -- 2007 - -- - - - Ford -- - - - - -- -- - - - - -- - - - - -.. E350 Ambulance ------ - - - 783 I - -- -- L 1 FDWE35P27DA96425 2007 Ford E350 Ambulance 784 L 1 FDWE35F53HA60870 2003 Ford E350 Ambulance 785 L 1 FDWE35P06HA92445 2005 Ford _ , E350 Ambulance - 786 L 1 FDWE35P19DA71499 12009 'Ford — E350 Ambulance - 787 L 1FMFU16597LA79101 2007 Ford Expedition 776 L 1 FMEU73876UB19732 2006 Ford Explorer - v 777 L ;1 FMPU16LX1 LA86925 2001 Ford Expedition 778 L 1 FMEU73879UA07551 ---- - - - - -- - -- -- -- - . - - -= 2009 - - Ford -- - - Explorer- - - '- -- - - - -- -- -- - - - - -. - - -- 779 - -- - L - - - - - -- - -- - - - - - - -- - - -- - - - - -- - - - -- -- -- ------ - - -- - - -- - - - -- Code indicates H— heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - sways). - END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 9/22/2011 5 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of 11 by and between Eagle River Water & Sanitation District whose address is 84 Forest Road, Vail Colorado, 81657 (hereafter know as "ERW &SD ") 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 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 the following services (collectively the "Services "): (a) Routine maintenance and preventive maintenance ( "Routine Maintenance ") of the ERW &SD vehicles and equipment. Service will be performed on approximately 97 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ERW &SD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ERW &SD. (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 or verbal estimate provided 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. 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, ERW &SD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) 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 percent (10 %). Contractor's vehicle washing facility may be used by ERW &SD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 8 09/22/2011 J" 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 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, 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 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 8 09/22/2011 2 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 ERW &SD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this day of A EXECUTED this day of* 2011. 2011. —PL Eagle River Water & Sanitation District By: TOWN OF AVON By: 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 8 09/22/2011 EXHIBIT A 170W 2006 FORD ESCAPE HYB 1FMY96HX6KD37017 Light 310W EQUIPMENT MASTER LIST BY SERIAL NUMBER Light EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS WGEN3 2000 GEN GEN 060597378933 DOWD JU Heavy WPUMPI 2003 Pioneer 6" PUMP 1 Heavy 7W 1999 MQ,KOMATSU PORT 1338419 (GENERATOR) Heavy GEN WGEN2 2000 GEN GEN 1338420 AVON WW ODOR Heavy 605W 1999 BROCK 6" PUMP 1B9CPO811WB276150 Heavy 600W 1986 HMD 2W 6" PUMP 1D44293C0 Heavy 330W 1999 FORD FLUSHER4X4 1FDAF57F7XEA46122 Light 205W 2002 FORD UTILITY 1FDSF31S42EC96716 Light 145W 1993 FORD L9000 1FDYU90X2PVA00440 Heavy 150W 1995 FORD L9000 1FDYU90X7SVA75806 Heavy 265W 1991 FORD DUMP TRUCK 1FDYW82A1MVA21708 Heavy 270W 1990 FORD L8000 DUMP 1FDYW82A9LVA37900 Heavy 170W 2006 FORD ESCAPE HYB 1FMY96HX6KD37017 Light 310W 1997 CHEVROLET 1GBGK24R6VZ254252 Light UTILITY4X4 315W 1997 CHEVROLET 1GBGK24R7VZ254387 Light UTI LITY4X4 85w 2009 CHEVROLET lgbhk29k28el76841 Light 2500HD 90w 2008 CHEVROLET K2500 1GBHK29K68E177202 Light HD 80W 2008 CHEVROLET K2500 1GBHK29K98E176559 Light HD 105W 2002 CHEVROLET 1GBJK34182E159491 Light UTILITY 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 8 09/22/2011 255W 2009 CHEVROLET 1GCDT19EO98144241 Light Colorado 50w 2008 CHEVROLET 1GCDT19E188183547 Light Colorado 290W 2009 CHEVROLET 1GCDT19E198144250 Light Colorado 65W 2007 CHEVROLET 1GCDT19E278242314 Light Colorado 240W 2009 CHEVROLET 1GCDT19E498144503 Light Colorado 275W 2009 CHEVROLET 1GCDT19E598144591 Light Colorado 305W 2009 CHEVROLET 1GCDT19E898143970 Light Colorado 35W 2003 CHEVROLET 1GCEK14T03Z288886 Light PICKUP 165W 2009 CHEVROLET 1500 1GCEK19039Z183380 Light 15W 2005 CHEVROLET 1500 1GCEK19Z05Z252891 Light 180w 1995 CHEVROLET 1GCFK24K2SZ282068 Light UTILITY 70W 2008 CHEVROLET 1GCDT19E288183928 Light Colorado 130w 1995 CHEVROLET 1GCFK24K7SZ281918 Light UTILITY 250W 1994 CHEVROLET 1GCFK24K8RE230185 Light 3 /4UTILITY 155W 2008 CHEVROLET 1GCHK24K98E208039 Light 250OHD 280W 2003 CHEVROLET 1GCHK24U43E264156 Light UT. PLOW4X4 340W 2003 CHEVROLET 1GCHK24U43E266117 Light UTILITY4X4 175w 2008 CHEVROLET 1GCHK29K48E210483 Light 250OHD 235w 2008 CHEVROLET igchk29k58e212467 Light 250OHD 180w 2008 CHEVROLET 1GCHK29K88E210292 Light 250OHD 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 5 of 8 09/22/2011 120W 2003 CHEVROLET 1GCHK29U43E268068 Light UTILITY 200W 2009 CHEVROLET 1GCHK44K79F138774 Light 360W 2500HD 1GDGK24UXYE335066 Light 320W 2009 CHEVROLET 1GCHK49K19E135755 Light 140w UTILITY4X4 1GDHK39G86E267313 Light 210W 2009 CHEVROLET 1GCHK49KX9E135592 Light UTILITY 320W 1999 CHEVROLET 1GCK24U5XE241910 Light 415W UTI LITY4X4 1S9HP1422XC241266 Heavy 295W 1996 GMC 3 /4UTIL4X4 1GDGK24R1TZ530955 Light 285w 2006 GMC UT.PLOW4X4 1GDHK39G96E267806 Light 350W 2000 GMC 3 /4UTIL4X4 1GDGK24U1YZ292004 Light 360W 2000 GMC 3 /4UTIL4X4 1GDGK24UXYE335066 Light 300w 2006 GMC K2500 1GDHK29G86E249341 Light 140w 2006 GMC K3500 1GDHK39G86E267313 Light 45W 2008 CHEVROLET 1GNDT13S482209132 Light Trailblazer 40W 1999 CHEVROLET 5 -10 1GNDT13W2XK200768 Light 415W BLAZE 1S9HP1422XC241266 Heavy 260W 2001 GMC TV VAN 4X4 1,GTHG39G61162064 Light 395w 2007 GMC 2500HD 1GTHK23U26F266102 Light 400W 2009 INTERNATIO Work 1HSWYSJT9A3240660 Heavy Star 215w 2008 INTERNATIO Work 1HTWXAHTX9J116052 Heavy Star 410W 1999 ONAN GENERATOR 1S9AP1127XC241267 Heavy 415W 1999 ONAN GENERATOR 1S9HP1422XC241266 Heavy 125W 1999 STERLING DUMP 2FZNEWDB7YAF21809 Heavy TRUCK 135W 1999 STERLING DUMP 2FZNNWDB4XAF06621 Heavy TRUCK 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 6 of 8 09/22/2011 610W 2000 TRVL -VAC VLV BOX 30000136 Light 5TEPM62NO1Z816352 CL 115W 2002 TOYOTA 401W 1999 MULTI -QUIP Light 4AG6U2034XCO28313 Heavy TOYOTA GENERATOR 5TEPM62N13Z253511 Light 190W 405W 1999 MULTI -QUIP PICKUP 4AG6U2036XCO28314 Heavy GENERATOR 55W 2001 TOYOTA CAMRY 4T1BF22K11U127136 Light 5W 2010 TOYOTA CAMRY 4T1BK3EK5BU613799 Light 20W 2000 TOYOTA CAMRY 4T1BF22K3YU105455 Light 25W 2001 TOYOTA CAMRY 4T1BF22K6IU967820 Light 10W 2005 TOYOTA CAMRY 4TlBF30K95U097673 Light 60W 2004 TOYOTA CAMRY 4T1BF32K94U073403 Light 75W 2003 TOYOTA CAMRY 4T1BF32KX3U045544 Light 30w 2008 TOYOTA CAMRY 4T1BK46K18U560368 Light 120W 2009 TOYOTA CAMRY 4T1BK46K69U596588 Light 185W 2009 TOYOTA CAMRY 4T1BK46K49U097014 Light 220W 2000 TOYOTA TRUCK 4TAPM62N3YZ662933 Light 4X4 110W 2001 TOYOTA PICKUP 5TEPM62NO1Z816352 Light 115W 2002 TOYOTA PICKUP 5TEPM62N12Z069796 Light 195W 2003 TOYOTA PICKUP 5TEPM62N13Z253511 Light 190W 2003 TOYOTA PICKUP 5TEPM62N53Z250935 Light 225W 2003 TOYOTA TRUCK 5TEPM62N73Z251746 Light 4X4 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 7 of 8 09/22/2011 95W 2008 TOYOTA TRUCK 5TEPX42N88Z565716 Light 450W 4X4 KV0260A261613 Heavy 100W 2008 TOYOTA Tacoma 5TEPX42NX8Z556936 Light 130W 2008 TOYOTA Tacoma 5TEUX42N48Z581866 Light 230W 2003 TOYOTA TRUCK 5TEWM72N63Z242148 Light 420W 4X4 N/A Heavy 245W 2003 TOYOTA TRUCK 5TEWM72NX3Z243416 Light 445W 4X4 V174934 Heavy WGEN4 2000 GEN GEN 602610 EDWARDS WWP Heavy WGEN1 2000 GEN GEN 86B79 AVON WW PLANT Heavy 611W 1999 TRVL -VAC VLV BOX 99 -111 Light CL 8W 1999 ONAN /CUMNS PORT D990898877 Heavy GEN 9W 1999 ONAN /CUMNS PORT D990899518 Heavy GEN WGEN6 2000 GEN GEN D990901995 AVON DRIN Heavy 430W 1990 JOHN DEERE 624E DW624ED530950 Heavy 425W 1998 JOHN DEERE 624H DW624HX565220 Heavy WGEN7 2000 GEN GEN E020369566 EDWARDS D Heavy 160W 2007 TOYOTA CAMRY JTNBK46K273004865 Light 450W 2000 JOHN DEERE FIELD KV0260A261613 Heavy OPS WGEN5 2000 GEN GEN LD -95351 VAIL WWP Heavy 435W 1997 JOHN DEERE 8875 M08875XO30602 Heavy 420W 2000 TOYOTA Fork Lift N/A Heavy 440W 2007 JOHN DEERE 710J T0710JX147089 Heavy 445W 1993JENZ SHREDDER V174934 Heavy 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 8 of 8 09/22/2011 CP VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this v — day ofILO- e i\ 011 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 12 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in TOM's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of TOM. (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 or verbal estimate provided 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 a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) 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 (10 %). Contractor's vehicle washing facility may be used by TOM subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either parry fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 t M 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. t EXECUTED this 4 day of EXECUTED this 6 day of 6_V 2011. 2011. Town of Mintur TOWN OF AVON i By: t By• OF . 'y 0RAD0 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of November 1, 2011 VIN Year Manufacturer Equipment Type 13M 7M 6M Unit Code Ford Ranger 1FTZR15EX9PAD2057 1FTSX31PX4EC60013 ;2004 1FDWF37R58ED33805 1D3HW28P67S190021 iD7HW28N565657232 2009 2007 2006 Ford iDodge I Dodge F350 Dakota =T 2500 13M 7M 6M L — L L Ford Ranger 1FTZR15EX9PAD2057 1FTSX31PX4EC60013 ;2004 Ford !F35O _ 8M L 1FTWF33PX4EC60014 .2004 ~ Ford F350 5M L 1GNET16M556166328 2005 'Chevrolet Trailblazer 1M L Ford Ranger 1FTZR15EX9PAD2057 2009 14M L 1XKAD69X0NS 1992 Kenworth 'Dump truck 144 H M 2G1WF55K329241147 2002 Cheverolet Impala 3M L 1B7KF23W6XJ637692 .1999 Dodge 2500 112M L 6FN00280 1995 Cat IT38F Loader 9M H JJG0249826 2000 Case 580L Backhoe 11M H -- - - - - -- - -- — - - -- ----- ' IT38F Loader DJN00332 2009 Cat - -._.. -- 15M H 44E559257 1996 Mack Dump Truck END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 16m - H 09/22/2011 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this e- day of 011 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 12 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in TOM's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of TOM. (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 or verbal estimate provided 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 a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10'h of each month for services performed the previous month. Payment shall be remitted within thirty (30) 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 (10 %). Contractor's vehicle washing facility may be used by TOM subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated., EXECUTED this day of !�%c ��-, EXECUTED this day of 2011. 2011. Town VINVYintu, rn , By: 'v TOWN OF AVON By: 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of November 1, 2011 VIN Year Manufacturer Equipment Type Unit Code 1FDWF37R58ED33805 2009 Ford F350 13M L 1D3HW28P67S190021 2007 Dodge Dakota 7M L 1D7HW28N565657232 2006 Dodge 2500 6M L iFTSX31PX4EC60013 2004 Ford (F350 _ 8M L 1FTWF33PX4EC60014 2004 Ford F350 5M L 1GNET16M556166328 2005 Chevrolet Trailblazer 1M L 1FTZR15EX9PAD2057 2009 Ford Ranger 14M L 1XKAD69XONS 1992 Kenworth Dump truck 144 M H 2G1WF55K329241147 2002 Cheverolet Impala - -� 3M L I 1B7KF23W6XJ637692 1999 Dodge 2500 12M L 6FN00280 1995 Cat IT38F Loader 9M H JJG0249826 2000 Case_ 580L Backhoe 11M H DIN00332 2009 Cat IT38F Loader 15M H 44E559257 1996 Mack Dump Truck 16m H END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 09/22/2011 10 11 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this /a'' day of 2011 by and between Western Eagle County Ambulance District whose address is P.O. Box 1809, Eagle, Colorado (hereafter known as "WECAD ") 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 WECAD 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 WECAD vehicles and equipment. Service will be performed on approximately 9 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in WECAD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of WECAD. (b) Repair and replacement work as requested by WECAD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless WECAD has approved of such charges. Services may be commenced with verbal approval by WECAD of a written or verbal estimate provided 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. 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. 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, WECAD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. 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 (10 %). Contractor's vehicle washing facility may be used by WECAD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting parry, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 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 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 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 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 WECAD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this day of �� , EXECUTED this c- day of 2011. 2011. Western a e un mbul a District TOWN OF AVON By: - B�� 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 2011 IN Year Manufacturer Equipment Type Unit Code 1FDXE45F43HA19141 2003 Ford E450 Ambulance 803 i L 1FDXE45F63HA19142 2003 Ford E450 jAmbulance 802 ; L 1FDXE45F73HA60864 2003 Ford E450 lAmbulance 804 L 1FDXE45P78DA77008 2008 Ford E450 Ambulance i 801 L 1FMPU18L1XLB40408 1FMZU72K84ZB05532 1999 2004 Ford Ford Expedition Explorer — 800 I L 812 L 1GCHK3962BE210748 2008 Chevrolet K2500HD Pick u 808 L 1GNFK13027J346200 2007 I Chevrolet Tahoe I 810 I I i 1 I � f- I ! i Code indicates H— heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 09/22/2011 ,l VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of r �'—%0 -2011 by and between Town of Redcliff whose address is P.O. Box 40, Redcliff, Colorado, 81649 (hereafter know as "TOR ") 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 TOR 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 TOR vehicles and equipment. Service will be performed on approximately 3 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in TOR's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of TOR. (b) Repair and replacement work as requested by TOR ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless TOR has approved of such charges. Services may be commenced with verbal approval by TOR of a written or verbal estimate provided 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. TOR 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, TOR will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10"' of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by TOR. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by TOR 4. subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 5. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing thirty (30) days written notice. 6. 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 TOR to its employees. Contractor shall provide TOR an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 7. 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. S. 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 TOR, 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. 9. 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. 10. 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. 11. 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. 12. 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 13. 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. 14. 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. 15. 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 TOR. 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. 16. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be tenninated. EXECUTED this day of EXECUTED this day of 2011. 2011. Town of Redcliff TOWN OF AVON By: By: 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of November 3, 2010 VIN Year Manufacturer Equipment Type Owner Unit Code International Dump Truck 1R H DW544EB534519 1995 John Deere 544E Loader 1GCGK24RUTZ212698 1996 Chevrolet K2500 Pick up 45R L 1HTSDAARXSH242964 1995 International Dump Truck 1R H DW544EB534519 1995 John Deere 544E Loader 213 H Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 09/22/2011 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this ple day of6 m &,, 2011 by and between Greater Eagle Fire Protection District whose address is P.O. Box 961, Eagle Colorado, 81631 (hereafter know as "GEFPD ")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 GEFPD 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 GEFPD vehicles and equipment. Service will be performed on approximately 7 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in GEFPD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of GEFPD. (b) Repair and replacement work as requested by GEFPD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless GEFPD has approved of such charges. Services may be commenced with verbal approval by GEFPD of a written or verbal estimate provided 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. GEFPD 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, GEFPD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by GEFPD. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by GEFPD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 GEFPD to its employees. Contractor shall provide GEFPD 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 GEFPD, 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 relinquish' `ht of any right or power hereunder at any time or more times be deemed-awaiver 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 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 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 parry, including any agent, sub - consultant or sub - contractor of GEFPD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this gji! day of k 2011. EXECUTED this day of 2011. a�OF AVpN Greater Eagle Fire Protection District TOWN OF Cil °° ° ° °•., By: `o OOLOik 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of St- ntpmhpr92 7011 VIN I Year I Manufacturer I Equipment Type I Unit Code 2003 Ford F450 914 I I # I 1FDAF57F8XAE83616 1998 Ford F550 912 L 1FDXX47544EI312880 2003 Ford F450 914 4P1CT02SOXA000015 1999 Pierce Aerial 935 H 4P1CT02U9TA000122 .1995 Pierce --Dash • Saber Pumper 915 H 4PICT021.19WA000187 11997 1 Pierce ---- - --- -- - - - - -- Saber Pumper 1924 H 1HTWYSUTOBJ324685 - --- 20 fF International Pumper 923 H 1HTWEAZRXBJ324687 2010 International Pumper 913 H I 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 09/22/2011 In " VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of A% 011 by and between Regional Hazardous Material Association of Eagle County whose address is P.O. Box 1388, Avon Colorado, 81620 (hereafter know as "RHMA ") 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 RHMA 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 RHMA vehicles and equipment. Service will be performed on approximately 2 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in RHMA's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of RHMA. (b) Repair and replacement work as requested by RHMA ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless RHMA has approved of such charges. Services may be commenced with verbal approval by RHMA of a written or verbal estimate provided 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. RHMA 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 tern of this Agreement, RHMA will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10"' of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by RHMA. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by RHMA subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page l of 4 9/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting parry may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 RHMA to its employees. Contractor shall provide RHMA 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 RHMA, 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, perforinance 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 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 9/22/2011 agreement is in writing and duly signed by the parry 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 RHMA. 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. 15. Article X, Section 20 /TABOR The Parties understand and acknowledge that the Town and RHMA are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. X. EXECUTED this day of EXECUTED this ✓ day of � , 2011. 2011. V `' Regional Hazardous Material Association of TOWN OF AVON Eagle County 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 9/22/2011 EXHIBIT A VIN Year Manufacturer Equipment Type Unit Code 1FDWX47P75EC98558 16HGB20224UO35361 2005 Ford F450 2003 Haulmark Trailer 1HM HMRT1 Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 9/22/2011 `\ VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day T Na 11 by and between Vail Valley Foundation whose address is P.O. Box 309, Vail, Colorado 81658 (hereafter know as ( "VVF ") 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 VVF 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 VVF vehicles and equipment. Service will be performed on approximately 2 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in VVF's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of VVF. (b) Repair and replacement work as requested by VVF ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless VVF has approved of such charges. Services may be commenced with verbal approval by VVF of a written or verbal estimate provided 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. VVF 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, VVF will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by VVF. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by VVF subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 09/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 VVF to its employees. Contractor shall provide VVF 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 VVF, 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 relinquislment 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 09/22/2011 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 VVF. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this day of , 2011. Vail Valley Foundation IN EXECUTED this day of & , 2011. TOWN OF AVON IN 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 .R,01 • r Nil, i 09/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 2011 VIN Year Manufacturer Equipment Type Owner Unit Code 1FDXE45S2YHB82732 2001 Ford E450 1FDEX45S7YHB82726 2000 Ford E450 Magic Bus Youth MB1 L Foundation Magic Bus Youth MB2 L Foundation Code indicates H— heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 09/22/2011 12 . VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this �ay ofd , 2011 by and between Eagle County Regional Transportation Authority, whose address is 500 Broadway, P.O. Box 850 Eagle, CO 81631 -0850 ( "ECO "), and the Town of Avon, whose address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 ( "Contractor "). In consideration of the obligation of ECO 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 ECO vehicles and equipment. Service will be performed on any of the vehicles listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ECO's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ECO. (b) Repair and replacement work as requested by ECO ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ECO has approved of such charges. Services may be commenced with verbal approval by ECO of a written or verbal estimate provided 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. ECO 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, ECO will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110.00 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ECO. The cost of unleaded gasoline and diesel fuel will be at the Contractor's cost plus ten percent (10 %). Contractor's vehicle washing facility may be used by ECO subject to such wash rates as Contractor shall establish and may amend from time to time. 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing thirty (30) days written notice. 2012 Town of Avon Vehicle Maintenance Contract Page 1 of 4 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 ECO to its employees. Contractor shall provide ECO 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 ECO, 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 terns, 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 ECO. Absolutely no third party beneficiaries are intended by 2012 Town of Avon Vehicle Maintenance Contract Page 2 of 4 ` this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and ECO are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. TOWN OF AVON 7 (OWN p By: -�-- -- �2 Rich —Carroll, Mayor Signature DateN&466't�� EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: L�y`SYhY�'i \ .MrVK V-• F ti By. Cler to the Board of County Commissioners a ORA�0 / Remainder of Page Intentionally Left Blank // 2012 Town of Avon Vehicle Maintenance Contract Page 3 of 4 EXHIBIT A .:.. Pass "A" PM 3,000 miles or $102.00 hr. Light Unit # $110.00 hr. Heavy Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $102.00 hr. Light 15GCD2114W1089054 $110.00 hr. Heavy 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 15, 2011. Parties acknowledge that vehicle list may chanqe as fleet is bought or sold by ECO. VIN Pass Manuf/T pe Owner Unit # Code 15GCD2110W1089053 43 Gillig Phantom ECO 852 H 15GCD2114W1089054 43 Gillig Phantom ECO 853 H 15GCD2116W1089055 43 Gillig Phantom ECO 854 H 15GCD2115W1089516 43 Gillig Phantom ECO 855 H 15GCD2117X1089518 43 Gillig Phantom ECO 857 H 15GCD211X11111667 43 Gillig Phantom ECO 861 H 15GCD211X11111678 43 Gillig Phantom ECO 862 H 15GCD211031112289 43 Gillig Phantom ECO 863 H 15GCD211X41112043 43 Gillig Phantom ECO 864 H 15GCD211551112100 43 Gillig Phantom ECO 865 H 15GCD211751112101 43 Gillig Phantom ECO 866 H 15GGD211061077548 37 Gillig BRT ECO 867 H 15GGD211061077549 37 Gillig BRT ECO 868 H 15GGD211971078103 37 Gililig BRT ECO 871 H 15GGD211071078104 37 Gillig BRT ECO 872 H 15GGD211271078105 37 Gillig BRT ECO 873 H 15GGD211471078106 37 Gillig BRT ECO 874 H 15GGD211671078107 37 Gillig BRT ECO 875 H 1GBE5V1927F426429 20 Chevy 5500 ECO 452 L 1GBE5V1987F426483 20 Chevy 5500 ECO 453 L 1 G13E5V1 997F426508 20 Chevy 5500 ECO 454 L 15GGD211481078857 37 Gillig BRT ECO 876 H 15GGD211681078858 37 Gillig BRT ECO 877 H 15GGD211781078859 37 Gillig BRT ECO 878 H 15GGD211381078860 37 Gillig BRT ECO 879 H 15GGD211491177009 37 Gillig BRT ECO 880 H 15GGD211091177010 37 Gillig BRT ECO 881 H 15GGD211291177011 37 Gillig BRT ECO 882 H 1 GB9G5A68A1 105503 6 Chevy Arboc ECO 455 L 15GGD2713A1177756 37 Gillig BRT ECO 883 H 15GGD2715A1177757 37 Gillig BRT ECO 884 H Code indicates H — heavy duty (e.g., large buses) or L — light duty — (e.g., foreman vehicles, small cut - aways). Pass passenger count. END EXHIBIT A 2012 Town of Avon Vehicle Maintenance Contract Page 4 of 4 /3. 2012 Parking Agreement ECO -Avon PARKING AGREEMENT THIS AGREEMENT is entered into the2'5 day ofoolpO11, between the Eagle County Regional Transportation Authority, doing business as ECO Transit ( "ECO "), and Town of Avon ( "Avon "); IT IS AGREED as follows: 1. Services. During the term of this Agreement, Avon will provide the following services: (a) Outdoor paved parking stalls at the Swift Gulch Public Works Complex (the "Premises ") to be used for a maximum of six (6) transit vehicles during November -April that are provided with 120v /1 0amp electrical power to support the engine block heater at a charge of $350.00 per month per vehicle (includes power for winter months of November through March). (b) Outdoor paved parking stalls at the Premises to be used for a maximum of four (4) transit vehicles during May- October without power at a charge of $300.00 per month per vehicle. (c) Bus wash bay access and usage at a rate of $45.00 per bus. (d) Diesel fuel to be billed at Avon's cost plus 10 %. 2. Limits on Use. No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon's written consent and will be considered a breach of this Agreement. The following additional limitations on use apply: (a) The Premises are not secure; the ECO is advised that use of the Premises is "at your own risk". (b) Parking stalls shall be those designated by Avon. (c) Avon staff reserves the right to physically drive and relocate any of the ECO's vehicles, provided that the vehicle remains within the physical site, at any time for any reason. ECO agrees to provide Avon with functioning keys and/or key -codes capable of unlocking and starting all ECO- serviced vehicles parked on the Premises. (d) All vehicles parked on the Premises included under this Agreement must be in full running order. Avon reserves the right to remove from the Premises at ECO's cost any vehicle that will not start, is dilapidated, or has not been restored to full running order by ECO or their assigns for a period of thirty (30) days or more. (e) ECO agrees to keep the Premises clean, sanitary, and in good condition and, upon termination of the Agreement, vacate the Premises to Avon in a condition identical to that which existed when the ECO initiated site use, except for ordinary wear and tear. (f) ECO agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which ECO becomes aware. (g) ECO agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of ECO. (h) ECO herein acknowledges that the ECO has examined the Premises, including electrical outlets, and has found them to be in good, safe, and clean condition at commencement of this Agreement. (i) In support of the continued governmental partnership between Avon and ECO and in light of on -going efforts to plan, design, and construct a Joint Regional Operations Facility at the site, access and use of Avon's transit operations building (including restrooms, showers, internet, coffee /cocoa station, and break room) is included at no additional charge. 3. Facilities. Avon represents that its facilities are adequately equipped to offer said services. 4. Billing for Services. An invoice will be issued by the tenth day of each month for services performed during the previous month. Payment is due in full within thirty days of receipt of the invoice. The Page 1 of 3 2012 Parking Agreement ECO -Avon Town reserves the right to adjust the rates charged for services. 5. Term and Termination. This is a month -to -month service agreement which commences on January 1, 2012 and terminates December 31, 2012 unless otherwise terminated earlier in accordance with this Agreement. Either party may terminate this Agreement without cause on fifteen days written notice. In the event of breach of this Agreement by either party, the other party may terminate this Agreement upon seven days written notice unless the breach is cured within the seven day period. The parties desire to implement this Agreement as soon as possible. The signatory for ECO has the authority to bind ECO to the terms and conditions of this Agreement. 6. Indemnification. ECO agrees to the extent permitted by law to indemnify, defend and hold harmless TOA, its respective agents, officers and employees of and from any loss, cost, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, including reasonable attorneys fees arising out of acts or omissions of ECO, or those of ECO's agents, officers, servants and employees. 7. Insurance. ECO must carry valid insurance for any individuals and property that are involved in use of the Premises. Avon is not liable for damage to ECO -owned property, or any property owned by others and included in a service agreement operated by ECO, while located on the Premises, including acts of vandalism, theft, or comprehensive damage of same vehicles. ECO must provide insurance in the amount of $1,000,000 per occurrence and $1,000,000 aggregate. 8. Relationship of the Parties. The relationship between the parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. Avon shall be solely responsible for payroll withholding and payment of taxes as well as payment of unemployment compensation and other employment related benefits. Remainder of Page Intentionally Left Blank // Page 2 of 3 P TOWN OF AVON Carroll, Rich • 1 a EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY ATTEST: Clerk to the Board of �* County Commissioners N.r.� �c 2012 Parking Agreement ECO -Avon COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS Page 3 of 3 Y I� Ro o i' o �! o r 2 c OR Memo To: The Honorable Mayor and Town Council Through: Larry Brooks, Town Manager Approved by: Eric Heil, Town Attorney From: Jennifer Strehler, P.E., Director of Public Works and Transportation Date: October 25, 2011 Re: 2011 -12 Transit Service IGA with Beaver Creek Resort Company and Beaver Creek Metropolitan District Summary The attached IGA (Exhibit 1) defines the transit services which will be provided by Avon Transit on the skier shuttle and restaurant shuttle routes if the Sustainable Transit Project ballot question is approved by voters this November. It provides for a $75,000 contribution from Beaver Creek Resort Company (BCRC). Town Council is requested to review and approve the attached IGA. In the event that voters do not approve the ballot question, this IGA is automatically null void. Previous Related Actions June 14, 2011 — Town Council reviewed the status of negotiations regarding the proposed contract provided by the Town to BCRC in May 2011. This discussion was integral with the decision to forward the Sustainable Transit Project ballot question to the voters for November 2011. May 10, 2011- Town Council received background information including service levels possible for different sales tax increases and long -term transit partnership implementation details between the Town and BCRC. April 12, 2011 - Town Council meeting to consider two possible ballot questions to establish dedicated funding for transit - related improvements and for special events in the proposed Sustainable Transit and Events Project (aka "STEP ") March 22, 2011 - Town Council meeting providing an in -depth analysis of Avon Transit financial information and lessons learned from the previous Connect Avon Now project. Background For over a decade (1996- 2007), Avon Transit operated a skier shuttle connection between Avon lodges and the Beaver Creek Ski area. In November 2007, the gondola and Avon Station opened and the Town opted to discontinue operation of the skier shuttle. That season, however, BCRC decided to run a shuttle at their own cost to link Avon Station and the BC Covered Bridge. During season 2009 -10 and 2010 -11, BCRC continued to operate a shuttle from Avon Station to the Covered Page 1 of 2 Bridge and the Town entered into IGAs to contribute to this service. BCRC, the Town of Avon, and Beaver Creek Metropolitan District (owners of the green buses) were all parties to these last two season IGAs. For the upcoming 2011 -12 season, the plan for Avon Transit to operate the skier daytime shuttle and an evening restaurant shuttle was included in the Sustainable Transit Project, provided that voters approve the ballot question on November 1, 2011. Discussion A draft IGA was proposed by Town staff to BCRC in May 2011. In October, Tim Baker (CEO, BCRC) reviewed the draft IGA and requested several edits. Terms, cost, and level of service were then negotiated over the last two weeks with seven rounds of edits exchanged. A variety of compromises were made and mutual satisfaction was found on the version attached as Exhibit 1. The service plan for these routes is summarized as follows: Skier Shuttle: 8AM- 5:30PM Whole Season (e.g., Nov 23, 2011 — April 8, 2012). 2 Avon Transit buses in route for two -hour download peak, otherwise 1 bus in route. Maximum service hours = 1,862 hr /season Restaurant Shuttle: 6PM -10PM Main Season (e.g., Dec 17, 2011 — April 2, 2012). 1 Avon Transit bus in route. Maximum service hours = 530 hr /season Extra service from Avon Transit on request at a unit cost to BCRC of $105.75/hr The IGA obligates Avon Transit to provide 2,400 service hours and BCRC to contribute $75,000 for the ski season service. It should be noted that during negotiations, BCRC requested additional service hours beyond those ultimately included in the IGA. But because both parties wanted to limit their obligations to stay within budgeted values, the total number of service hours and cost for route operation was capped as stated here. Staff has verified that the service as defined here can be provided within the expected new revenue if the ballot question passes, while also allowing for a 2- bus system operation on Town routes during the ski season. A provision to include extra service from Avon Transit was added to facilitate regional transportation and special event coordination. This IGA was reviewed and approved by the Town Attorney. It was also forwarded to the Beaver Creek Board of Directors and Beaver Creek Metropolitan District Board for consideration on October 20, 2011. Recommendations Staff recommends approval of Exhibit 1 by the Avon Town Council. A 2 /3rds majority vote is needed for approval of this IGA. Financial Implications The Town budget for 2012 currently does not include funding to operate these routes. Approval of the Sustainable Transit Project ballot question is needed in order for the Town to have funding to for the skier shuttle and restaurant shuttle routes. Section 5 of the IGA acknowledges this and automatically voids the agreement if the ballot question doesn't pass. If the ballot question does pass, and all three parties execute this IGA, then a budget amendment will be prepared for Town Council review and approval on November 8 or 25, 2011. In that case, the Town's cost for operation of these two routes will be included in the revised Avon Transit budget. Town Manager Comments Exhibit 1 — IGA for Transit Services Page 2 of 2 AVON — BEAVER CREEK SHUTTLE BUS FUNDING AGREEMENT FOR 2011 - 2012 THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement ") is entered into on November 10, 2011 by and between the Town of Avon, a home rule municipal corporation ( "Avon "), the Beaver Creek Resort Company, a Colorado corporation (`BCRC ") and Beaver Creek Metropolitan District (`BCMD ") collectively referred to as the parties ( "Parties "). WHEREAS, Avon, BCRC and BCMD desire to cooperate and agree to provide shuttle bus services between the Town of Avon and the Beaver Creek resort area; WHEREAS, Avon and BCMD are authorized by Colorado Constitution, Article XIV, Section 18(2)(a) and Section 29 -1 -203, Colorado Revised Statutes, to cooperate and contract with each other to provide any function, service or facility lawfully authorized to each; WHEREAS, Avon desires to provide shuttle bus vehicles, drivers, administrative support and other equipment and services to provide shuttle bus services as described in this Agreement; WHEREAS, BCRC desires to provide financial contributions to support the shuttle bus services as described in this Agreement; WHEREAS, Avon is authorized by the State of Colorado Public Utilities Commission to provide bus public transit services within and across jurisdictional boundaries within Eagle County under license number 18331 S; and, WHEREAS, Avon, BCMD and BCRC desire to enter into this funding agreement for the 2011 -2012 winter visitor season. NOW, THEREFORE, in consideration of the covenants, conditions and agreements set forth herein, the Parties agree as follows: 1. Term: This Agreement shall be in full force and effect from this date forward, automatically renewing each fiscal or calendar year as appropriate if not terminated sooner in accordance with this Agreement. 2. Shuttle Bus Service: Avon agrees to provide the following described shuttle bus services: a. Avon Skier Shuttle: Transit service referred to as the "Avon Skier Shuttle" will be provided daily during the period starting November 23, 2011 and ending April 8, 2012. Scheduled bus service shall be provided which stops at Avon - selected bus stops within the Town limits, the public parking lot commonly known as the Elk Lot, and at the Beaver Creek Plaza transit stop located at the Covered Bridge on Village Road between the hours of 8:00 a.m. to 5:30 p.m., daily Monday through Sunday, for a total maximum of 1,862 service hours. The service times at particular stops shall be determined by Avon and listed on a printed customer schedule. The scheduled frequency shall be based on an average 13 minute wait time at each scheduled stop during the peak 2 -hour download period and an average 26 minute wait time at scheduled stops during the remainder of the operating period. i. y b. Evening Restaurant Shuttle: Transit service referred to as the "Evening Restaurant Shuttle" will be provided daily during the period starting December 17, 2011 and ending April 1, 2012. Scheduled bus service shall be provided which stops at Avon - selected bus stops within the Town limits and at the Beaver Creek Plaza transit stop located at the Covered Bridge on Village Road between the hours of 6:00 p.m. to 10:00 p.m., daily, for a total maximum of 530 service hours. The service times at particular stops within the Town limits shall be determined by Avon and listed on a printed customer schedule based on a frequency determined by 1 bus in the loop on an average 20 minute wait times at scheduled stops. C. Special Event Shuttle Request Service: Transit service referred to as "Special Event Shuttle" can be provided by Avon if requested by BCRC with at least 21 days notice. The cost for such at- request service would be fully borne by BCRC at a rate of $105.75 per service hour. 3. Avon Operator: Avon shall be the owner, operator and manager of the shuttle bus vehicles, equipment and services provided for in this Agreement. a. System Policy: Avon's provision of shuttle bus services under this Agreement shall at all times comply with the standards and performance objectives set forth in this Agreement. Avon shall notify the BCRC of any noncompliance of which Avon becomes aware. In addition to the requirements and performance standards set forth elsewhere in this Agreement, Avon shall at all times operate and maintain the shuttle services in accordance with the following requirements: i. Each vehicle shall be equipped with a public address system. Drivers must announce each stop using such public address system upon arrival and departure. ii. Drivers must be uniformed at all times while visible to guests. iii. Drivers may not smoke at any time while visible to guests. iv. Drivers must greet guests entering through the front door. v. Avon will ensure that the interior and exterior of all vehicles utilized for the service are cleaned daily. vi. Avon will ensure that all destination signs are programmed with the latest destinations, properly lit and in good working order. vii. If the driver encounters an unruly or rude passenger (e.g., appears to be intoxicated exceptionally loud or argumentative), the driver will, in a professional and courteous manner, attempt to resolve the situation and follow Avon Transit standard communication protocol. Page 2 of 5 Avon - Beaver Creek Transit IGA 10.21.11 ejh t b. Standards: Avon and BCRC shall cooperate to establish within 30 days of execution of this Agreement a reasonable system of survey metrics to evaluate the guest service performance for the systems of service. Based on the metrics agreed to by both parties, if Avon fails to meet the metric standards for three survey periods, an Operational Deficiency shall exist. If an Operational Deficiency exists, BCRC shall have the right to terminate this Agreement immediately. 4. Authorization for Access and Use: BCMD agrees to allow Avon to use the roads and bus facilities needed for transit service. This includes access to the following bus stops: Covered Bridge Stop, Elk Lot transit center, and the Landing. 5. Ballot Question: Avon has put forth a public Ballot Question to voters on the November 2011 ballot which, if approved, would create dedicated funding for transit operations by Avon, including funding for the service defined herein. If the November 2011 Ballot Question does not pass, this Agreement is null and void. 6. Payment: For the 2011 -2012 ski season, the BCRC shall make total payment to Avon of SEVENTY -FIVE THOUSAND DOLLARS [$75,000] in four equal installments of EIGHTEEN THOUSAND SEVEN HUNDRED FIFTY DOLLARS [$18,750] which shall be due on the 1St day of December, 1St day of January, Is' day of February, and 1St day of March. Payments shall be delivered to the following address: Town of Avon Department of Finance PO Box 975 Avon, CO 81620 Attn: Mr. Scott Wright (970) 748 -4020 swri ht c ,avon.ory, E -mail 7. Insurance: Avon shall provide for Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an "occurrence" basis as opposed to a "claims made" basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, its elected officials, officers, employees and agents, Beaver Creek Resort Company of Colorado and Beaver Creek Metropolitan District as additional insured parties. 8. Liability: Avon agrees to indemnify, defend and hold harmless BCRC and BCMD (and their officials, agents, representatives, employees, contractors, and successors and assigns) from all claims, demands, damages (including, without limitation, consequential damages), causes of action, fines, penalties, losses, liability, judgments, costs or expenses (including reasonable Page 3 of 5 Avon - Beaver Creek Transit IGA 10.21.11 ejh attorneys' fees) resulting from claims for bodily injury (including death) to any person or damage to any property, caused by or arising from the conduct or activities of Avon, its officers, employees or agents, in the performance of this Agreement of provision of shuttle bus services as described in this Agreement (including, without limitation, maintenance, repair and replacement activities); provided, however, such indemnification will not extend to any claims caused by or arising from BCRC's or BCMD's negligence or willful misconduct. 9. Service: The shuttle bus service provided within the BCRC and BCMD land and within the boundaries of the Town of Avon shall be pursuant to the authority of Avon, operating under the authority of and license from the Public Utilities Commission, as contracted for in this Agreement. 10. Termination: This Agreement may be terminated by either party upon providing thirty (30) days notice of termination to the other party. If this Agreement is so terminated, BCRC shall only be obligated to make a prorated payment amount based upon the percentage of the Term this agreement is in full force and effect. 11. Governmental Immunity: Nothing in this Agreement will be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to Avon, its officials, employees, contractors, or agents, or any other person acting on behalf of Avon; BCRC, its officials, employees, contractors, or agents, or any other person acting on behalf of BCRC; or BCMD, its officials, employees, contractors, or agents, or any other person acting on behalf of BCMD 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. 12. Annual Budget and Appropriation: Obligations of each of the Parties, respectively, after the current fiscal year are contingent upon funds for the purpose set forth in this Agreement being appropriated, budgeted and otherwise made available 13. Notices: Any statement, notice, demand or communication which either Party may desire or be required to give to the other Party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally, by e -mail, or sent by first -class United States mail, postage prepaid, addressed as follows: If to District: Beaver Creek Metropolitan District c/o Robertson & Marchetti 28 Second St., 4213 P.O. Box 600 Edwards, CO 81632 Attn: Mr. Kenneth Marchetti With a copy to: James P. Collins Collins Cockrel & Cole 390 Union Blvd., Suite 400 Denver, CO 80228 Page 4 of 5 Avon - Beaver Creek Transit IGA 10.21.11 ejh If to TOA: Town of Avon PO Box 1726 Avon, CO 81620 Attn -Mr. Scott Wright swrightgavon.org E -mail With a copy to: Eric Heil Heil Law & Planning, LLC 2696 S. Colorado Blvd., Suite 550 Denver, CO 80222 (303) 975 -6120 Telephone erica heillaw.com E -mail If to BCRC: Beaver Creek Resort Company PO Box 5390 Avon, CO 81620 Attn -Mr. Tim Baker (303) 845 -5857 Telephone (720) 845 -5945 Fax tbaker a,vailresorts.com E -mail Read, understood, agreed and executed: Town of Avon USE Date: Rich Carroll, Mayor Beaver Creek Metropolitan District Clyde Hanks, General Manager Beaver Creek Resort Company Date: By: Date: Tim Baker, Executive Director Page 5 of 5 Avon - Beaver Creek Transit IGA 10.21.11 ejh Attest: Patty McKenny, Town Clerk Town of Avon, State of Colorado COLORADO GIVES DAY WHEREAS, charitable giving in the Town of Avon, Colorado is critical to providing support that local nonprofit organizations need to make our community a desirable place to live; and WHEREAS, research shows an increase in online giving both locally and nationally, and many believe it is the future of philanthropy; and WHEREAS, Community First Foundation and FirstBank have partnered in an effort to increase charitable giving in our community through the online giving initiative Colorado Gives Day; and WHEREAS, the inaugural Colorado Gives Day in 2010 raised $8.7 million in a single 24 -hour period via online donations at GivingFirst.org, a website allowing donors to direct their contributions to one or more of the eleven (11) local, Eagle County, charities featured on the site, making it an ideal resource for facilitating charitable giving to our locally -based nonprofit organizations; and WHEREAS, Colorado Gives Day is December 6 this year, and all citizens are encouraged to participate because all donations, large or small, can make a difference to nonprofits in need. NOW, THEREFORE, BE IT PROCLAIMED BY Mayor Rich Carroll and the Town Council of the Town of Avon, Colorado THAT: December 6, 2011, will be known as Colorado Gives Day in our community. Let this proclamation be entered into the official records of the Town. In Witness whereof, I have hereunto set my hand this 22nd day of November 2011. Town of Avon, Colorado Rich Carroll, Mayor of Avon Attest: Patty McKenny, Town Clerk 4 Memo To: Honorable Mayor and Town Council Initials Thru: Larry Brooks, Town Manager Legal Review: Eric Heil, Town Attorney Approved by: Robert L. Ticer, Chief of Police From: Robert L. Ticer, Chief of Police Date: November 22, 2011 Re: Intergovernmental Agreement for Eagle County Animal Control Services (Renewal) Summary: The Avon Police Department is recommending approval of the attached IGA to allow Eagle County Animal Control Services to continue to serve the Town of Avon. Previous Council Action: The Avon Town Council previously approved an IGA with Animal Control Services for Calendar Year 2011. This renewal IGA is for Calendar Year 2012, and has no substantive changes from the current and existing contract. Background: The Avon Police Department does not employ an Animal Control Officer or maintain facilities to manage the intake or safekeeping of domestic animals. This IGA will continue to allow Eagle County Animal Control Services to serve the Town of Avon and provide the following: • Twenty -four hours per day emergency on call service. • Animal shelter service. • Investigation and reporting of animal bite incidents. • Enforcement of the leash law by citing violators into the Municipal Court. • Response to calls from the Police Department or from citizens. Discussion: Eagle County Animal Control Services will respond to calls; however, they do not provide routine patrol in Avon. Due to budget savings plans, the Avon Police Department has frozen the Police Service Officer (PSO) position. A portion of the PSO duties included enforcement of the leash law ordinance. Due to the staffing reduction, pro- active patrol for animal ordinance violations is conducted by Avon Police Officers. This Agreement is effective January 1, 2012, and shall end on the 31 st day of December 2012. The Agreement shall run yearly from January 1, to December 31, each year, with a review by each parry in August of that year. Either party shall have the right to terminate this Agreement with or without cause at any time by giving the other party thirty (3 0) days prior written notice of termination. Obligations of the Town and the County, respectively, after the current fiscal year, are contingent upon funds for the purpose set forth in this Agreement being appropriated, budgeted and otherwise made available. Financial Implications: The contract is $800.00 per month under this IGA, which has been budgeted for in the 2012 Police Department Budget. Additionally, the County shall bill the Town for On- Call Emergency Services at the rate of $50.00 per hour in the case of a call -out after hours. Recommendation: It is recommended that the attached IGA with Eagle County for Animal Control Services be approved. Alternatives: If the IGA is not approved, the Avon Police Department will be required to provide animal control service to the community, which may reduce patrol coverage and law enforcement response times to active law enforcement incidents. Proposed Motion: "I move to approve the renewal of the Eagle County Animal Control Services IGA for Calendar Year 2012." Town Manager Comments: • Page 2 F INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE TOWN OF AVON This Agreement made this day of , 2011, by and between the County of Eagle, State of Colorado, a body corporate and politic (the "County ") and the Town of Avon, a Colorado home rule municipal corporation (the "Town "). WITNESSETH WHEREAS, the Town desires to contract with the County for Animal Services on the terms and conditions set forth in this Agreement; and WHEREAS, the County is agreeable to rendering such Animal Services on the terms and conditions set forth in this Agreement; and WHEREAS, this Intergovernmental Agreement is authorized pursuant to §29 -1 -201 and §30 -11 -101, Colorado Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution. ' AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, the parties hereto agree hereby as follows: SECTION 1. TERRITORY COVERED. The territory covered by this Agreement is all territory within the municipal boundaries of the Town. SECTION 2. DEFINITIONS. A. Emergency On -Call Service is defined as any emergency call received by the County for which Animal Services assistance is required and no Animal Services Officer is on duty to respond. B. Municipal Code is defined as the Town of Avon Municipal Code, as may be amended from time to time. C. Shelter is defined as The Eagle County Animal Shelter located at 1400 Fairgrounds Road, Eagle, Colorado, and any other shelter facility operated or designated by the County. Eagle County - Town of Avon 2012 Intergovernmental Agreement for Animal Services Page 1 of 6 D. Unclaimed Day is defined as a calendar day or any part thereof during which an unclaimed animal is confined in Shelter on behalf of the Town. SECTION 3. SCOPE OF SERVICES. The County agrees to provide General Animal Services and Emergency On -Call Services within the Town, as follows: A. General Animal Services shall include: Administration and enforcement of the Eagle County Animal Services Resolution presently in effect and as may be subsequently amended as applied within the Town or the Municipal Code as may apply to the control and licensing of animals within the Town boundaries. ii. The County shall provide the Town with monthly reports and an annual report of services provided pursuant to this Agreement. Such reports shall include, by way of example only, the number of calls for service, number of animals sheltered, number of Unclaimed Days, and number of citations issued, as they apply to the Town. iii. Animal sheltering services for animals attributable to the Town, of the nature and quality customarily provided at the Shelter. Animals attributable to the Town are animals impounded within the Town and animals owned by persons dwelling, permanently or temporarily, in the Town. B. Twenty -four (24) hours per day Emergency On -Call Service at the rate specified in Section 6, below. Emergency On -Call Services will be provided during the period when an Eagle County Animal Services Officer is not on duty. In the event that an Eagle County Animal Services Officer is not immediately available to respond to an incident or emergency, the Town will provide available personnel to secure the scene and administer control of the situation until the Eagle County Animal Services Officer arrives to resolve said incident. SECTION 4. OFFICIAL STATUS. For the purpose of performing the Animal Services and functions set forth in this Agreement, Eagle County Animal Services shall enforce, as the Town's agent, the Municipal Code relating to animals now in effect and as may be arnended from time to time. SECTION S. EQUIPMENT. The County shall furnish and supply, at its sole expense, all necessary labor, supervision, equipment, motor vehicles, office space, and operating and office supplies necessary to provide the services to be rendered hereunder. SECTION 6. COMPENSATION. The Town shall pay the following compensation: Eagle County - Town of Avon 2012 Intergovernmental Agreement for Animal Services Page 2 of 6 A. The Town agrees to pay the County, monthly, the sum of $800.00 for General Animal Services. B. The County shall bill the Town for On -Call Emergency Services at the rate of $50.00 per hour. C. The Town agrees to pay the County, on or before the fifteenth day of each month, for all General and Emergency On -Call Services rendered the previous month. D. All fees and expenses recovered at or for the Shelter will remain with the County. E. All court fines and costs will remain with the court of venue. SECTION 7. PERSONNEL. A. The Eagle County Animal Services Officer shall have full cooperation from the Town, its public works department, its police department and /or their respective officers, agents, and employees, so as to facilitate the performance of this Agreement. B. The rendition of Animal Services provided for herein, the standards of performance, the discipline of officers, and other matters incident to the performance of such services and the control of personnel so employed, shall remain in the County. C. All persons employed in the performance of such Animal Services for the Town, pursuant to this Agreement, shall be County employees, except for Town personnel used to secure the scene as described in Section 3.13.i. SECTION 8. LIABILITY AND INSURANCE. A. The County, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the Town or of any officer or employee thereof. Likewise, the Town, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors or omissions of the County or by any officer or employee thereof. B. The County agrees to indemnify, defend and hold harmless to the extent allowed by law, the Town, its respective agents, officers, servants and employees of and from any and all loss, costs, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, arising out of or related to the County's intentional or negligent acts, errors or omissions or that of its agents, officers, servants, and employees, whether contractual or otherwise. Likewise, the Town agrees to indemnify, defend and hold harmless to the extent allowed by law, the County, its respective agents, officers, servants and employees of and from any and all loss, costs, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever arising out of or related to the Town's intentional or negligent acts errors Eagle County - Town of Avon 2012 Intergovernmental Agreement for Animal Services Page 3 of 6 or omissions or that of its agents officers, servants and employees, whether contractual or otherwise. C. The County and the Town shall respectively provide its own public liability, property damage, and errors and omissions insurance coverage as each party may deem adequate and necessary for any potential liability arising from this Agreement. Further, the County and the Town, respectively, shall name, subject to the approval of each respective party's insurance carriers, the other respective party as a co- insured under such insurance policies to the extent of any potential liability arising under this Agreement and, upon reasonable written request, shall furnish evidence of the same to the other respective party. This Agreement is effective January 1, 2012 and shall end on the 31 st day of December 2012. The Agreement shall run yearly from January 1, to December 31, each year, with a review by each party in August of that year. Either party shall have the right to terminate this Agreement with or without cause at any time by giving the other party thirty (30) days' prior written notice of termination. Upon termination, the County shall be entitled to compensation for services performed prior to such termination (calculated by prorating the monthly rate for the number of days the County performed General Animal Services and adding all charges for any additional services, including Emergency On Call Services, performed by the County during that time), and both parties shall thereafter be relieved of any and all duties and obligations under this Agreement. Obligations of the Town and the County, respectively, after the current fiscal year, are contingent upon funds for the purpose set forth in this Agreement being appropriated, budgeted and otherwise made available. SECTION 10. GENERAL PROVISIONS. A. Notices. All notices, requests, consents, approvals, written instructions, reports or other communication by the Town and the County, under this Agreement, shall be in writing and shall be deemed to have given or served, if delivered or if mailed by certified mail, postage prepaid or hand delivered to the parties as follows: Town of Avon: Town of Avon, Chief of Police PO Box 975 Avon, CO 81620 County of Eagle: Eagle County Attorney P.O. Box 850 Eagle, CO 81631 Eagle County— Town of Avon 2012 Intergovernmental Agreement for Animal Services Page 4 of 6 Either party may change the address to which notices, requests, consents, approvals, written instructions, reports or other communications are to be given by a notice of change of address given in the manner set forth in this paragraph A. B. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right to claim damages or to bring any lawsuit, action or other proceedings against either the Town or the County because of any breach hereof or because of any terms, covenants, agreements or conditions contained herein. C. No modification or waiver of this Agreement or of any covenant, condition, or provision herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. D. This written Agreement embodies the whole agreement between the parties hereto and there are no inducements, promises, terms, conditions, or obligations made or entered into either by the County or the Town other than those contained herein. E. This Agreement shall be binding upon the respective parties hereto, their successors or assigns and may not be assigned by anyone without the prior written consent of the other respective party hereto. F. All agreements and covenants herein are severable, and in the event that any of them shall be held invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreement or covenant were not contained herein. G. The Town has represented to the County and, likewise, the County has represented to the Town, that each possesses the legal ability to enter into this Agreement. In the event that a court of competent jurisdiction determines that either of the parties hereto did not possess the legal ability to enter into this Agreement, this Agreement shall be considered null and void as of the date of such Court determination. [signature page follows] Eagle County- Town of Avon 2012 Intergovernmental Agreement for Animal Services Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTEST: BOARD OF COUNTY COMMISSIONERS By: By: Clerk to the Board of Jon Stavney, Chairman County Commissioners ATTEST: Patty McKenny, Town Clerk TOWN OF AVON Rich Carroll, Mayor 0 Eagle County- Town of Avon d 2012 Intergovernmental Agreement for Animal Services Page 6 of 6 r' Memo To: The Honorable Mayor and Town Council Through: Larry Brooks, Town Manager Approved by: Eric Heil, Town Attorney From: Jennifer Strehler, P.E., Director of Public Works and Transportation Date: November 22, 2011 Re: 2011 -12 Transit Service Agreement with Beaver Creek Resort Company Summary The attached Agreement (Exhibit 1) defines the transit services which will be provided by Avon Transit on the skier shuttle and restaurant shuttle routes. Funding for these routes will be paid for by a $75,000 contribution from Beaver Creek Resort Company (BCRC) and by adjustments and efficiency improvements in transit services on the town's other routes. The agreement was reviewed and approved by the Town Attorney. Town Council is requested to review and approve the attached agreement. Previous Related Actions November 8, 2011 — The FY2012 budget was discussed and options to alternatively fund two specific high- demand ski season bus routes (skier shuttle, restaurant shuttle) was offered up by staff. The approach described as "option 3" in that presentation was selected by Council and provides the basis of the agreement attached herein. November 1, 2011 — Public vote on ballot Question 2B failed to pass. This initiative would have generated up to $875,000/yr to be dedicated to transit for service improvements on both guest- oriented and resident - oriented routes. October 25, 2011 — This item was on the agenda for discussion but was pulled and deferred until November 8, 2011 in anticipation of legal comments. June 14, 2011 — Town Council reviewed the status of negotiations regarding the proposed contract provided by the Town to BCRC in May 2011. This discussion was integral with the decision to forward the Sustainable Transit Project ballot question to the voters for November 2011. May 10, 2011- Town Council received background information including service levels possible for different sales tax increases and long -term transit partnership implementation details between the Town and BCRC. April 12, 2011 - Town Council meeting to consider two possible ballot questions to establish Page 1 of 4 dedicated funding for transit - related improvements and for special events in the proposed Sustainable Transit and Events Project (aka "STEP ") March 22, 2011 - Town Council meeting providing an in -depth analysis of Avon Transit financial information and lessons learned from the previous Connect Avon Now project. Background For over a decade (1996- 2007), Avon Transit operated a skier shuttle connection between Avon lodges and the Beaver Creek Ski area. In November 2007, the gondola and Avon Station opened and the Town opted to discontinue operation of the skier shuttle. That season, however, BCRC decided to run a shuttle at their own cost to link Avon Station and the BC Covered Bridge. During season 2009 -10 and 2010 -11, BCRC continued to operate a shuttle from Avon Station to the Covered Bridge and the Town entered into agreements to pay $70,000 per year to BCRC to run the skier shuttle service. BCRC, the Town of Avon, and Beaver Creek Metropolitan District (owners of the green buses) were all parties to these last two season agreements. For the upcoming 2011 -12 season, Avon Transit proposed to operate the skier daytime shuttle and an evening restaurant shuttle. This was originally predicated on voter approval of the Sustainable Transit Project ballot question. Additional service improvements were also included in the Sustainable Transit Project, including other route extensions, evening service, and additional capacity. Because voters did not approve this ballot question and as a result, there is no additional funding in the Town's FY2012 budget to implement all of the previously recommended transit service improvements. The Avon Town Council met on November 8th and decided that an acceptable level of service on the skier shuttle and the evening restaurant shuttle routes should be provided, if possible, via a partnership with BCRC and via reallocation of internal resources without deficit spending. This approach was viewed as a reasonable way to acknowledge voter input to avoid a sales tax increase while also meeting the essential needs of the community for Avon - Beaver Creek bus connections. Thus, staff was directed to finalize negotiations with BCRC to obtain their financial contribution and to reallocate internal resources as necessary. Discussion In absence of the attached agreement, the service plan for ski season is planned as follows: Town Black Route: 6:30AM- 6:30PM Daily, year- round. Route includes Town Core, Eaglebend Drive, West Beaver Creek Blvd, with stops at the Elk Lot and Avon Station to connect riders to the BCRC parking lot system and the gondola and ECO routes, respectively. One bus in route on a 30 minute frequency. Gondola Express: 8:OOAM -11AM and 2:00- 6:OOPM Friday- Monday during ski season (e.g., Nov 23, 2011 — April 15, 2012). Route in Town Core with emphasis on the Avon lodges; includes stop at Avon Station to access the gondola when the gondola is operating and to the Elk lot when it is not. One bus in route with an 8- minute frequency. Skier Shuttle: Not included. Restaurant Shuttle: Not included. Extra service: Not included A draft 3 -party Intergovernmental Agreement (IGA) was originally proposed by Town staff to BCRC and to the Beaver Creek Metropolitan District in May 2011. This original agreement was nearly identical to the IGAs prepared by BCRC and executed over the past two ski seasons. In October, Tim Baker (CEO, BCRC) reviewed the draft IGA and requested several edits. Terms, cost, level of service, and performance measurements were negotiated. Multiple versions of this agreement went Page 2 of 4 back - and -forth between the parties. BCRC informed the Town that BCMD did not need to be a party to this agreement, so BCMD was removed and the agreement ceased being an IGA. The version attached as Exhibit 1 represents the twelfth version of this agreement. The total number of service hours and cost for route operation was capped as stated here because both parties wanted to limit their obligations to stay within budgeted values. Changes made in comparison to the version provided to Town Council in the October 25th packet are summarized in Table 1. Items which were requested to be changed by BCRC in the last round of comments are also explained in Table 1. This final agreement was provided to Tim Baker on November 10, 2011. If the attached agreement is mutually executed by the Town of Avon and BCRC, the service plan for ski season would change to be as follows: Town Black Route: Same route location and frequency as listed above. Operating times are 6:30AM- 6:30PM during winter and summer but change to 7:30AM- 5:30PM during the shoulder season. Gondola Express: Not included (route consolidated with Skier Shuttle). Skier Shuttle *: 8AM -11AM and 2:30PM- 5:30PM Daily during ski season (Nov 23 -April 15). Route covers Town Core lodges; Avon Station, Elk Lot, and Covered bridge. Two buses in route for two -hour download peak, resulting in a 15- minute frequency during busy peak. One Avon Transit bus in route at other times resulting in a 30- minute frequency. Restaurant Shuttle *: 6PM -10PM Daily during core ski season (Dec 17, 2011 — April 1, 2012). One bus in route on a 20- minute frequency. Extra service from Avon Transit available on request (e.g., to support special events) at a unit cost to BCRC of $105.75/hr *The public should allow about two weeks after the contract between the Town and BCRC is executed for all services on these routes to be fully implemented, schedules printed and delivered to lodges, etc.. Financial Implications Exhibit 1 obligates Avon Transit to provide 1,940 service hours and obligates BCRC to contribute $75,000 for the skier and restaurant shuttles. The proposed final FY2012 Avon Transit budget includes the additional $75,000 in revenue from BCRC, assuming that both parties agree to execute the attached agreement. Staff has verified that the transit services described herein can be provided without increasing the amount of the general fund subsidy to transit. This is possible because of route consolidation and by re- assigning resources internal to the transit fund (e.g., cutting shoulder season service as shown above). Recommendations Staff recommends approval of Exhibit 1. Note that this meeting is the last one in which an agreement can be approved prior to the start of Beaver Creek's ski season on November 23, 2011. Town Manager Comments Page 3 of 4 Table 1. Summary Comparison of This Agreement vs. October 25th Town Council Packet Changes: • Throughout - Beaver Creek Metropolitan District (BCMD) was removed as a party to this agreement and the agreement is no longer an IGA. • Section 1. Term — Previously, this agreement was 1 -year long and included an automatic renewal clause subject to annual budgetary appropriations. That was consistent with negotiations to allow for possible summer contract bus service (avoiding the need to charter) and to provide future flexibility for annual renewal. In the last round of edits, BCRC requested to end the term of this agreement on April 30, 2012 however such a change was inconsistent with Section 2.d. Exhibit 1 sets the termination date to be October 31, 2012. • Section 2.a Skier Shuttle— Mid -day service (i.e., 11AM- 2:30PM) was removed to limit costs. The "split day service" as inserted, matches what was provided by BCRC during the last 2 season and what BCRC originally planned for 2011 -12. The language was clarified that 2 buses would operate during the 2 -hour download peak demand period. (Avon Transit will schedule these 2 -hours to start at 2:30pm in the early season, and transition to start at 3:30pm in late season to accommodate BCRC's later hours in the spring.). • Section 2.c. Performance Standards (see also Section 3.c) —BCRC requested language on how and when performance standards would be set. Avon refined this paragraph to reference transit industry standard methods on performance measurement and to clarify expectations of the parties regarding measurement of "timeliness ". Previous edits (to define these standards within 30 days and /or to attach an Exhibit A to the agreement to define such standards) were deleted. • Section 3.c Standards — BCRC requested further details of the Town regarding standards. Avon provided details in this paragraph to specify the means and measures that Avon will use to assess transit performance (e.g., greetings, staff appearance, driver courtesy, bus cleanliness, and timeliness) • Section 5 Ballot Question —This paragraph was deleted and the remaining sections re- numbered. • Section 6 Insurance — Corrections to inaccurate original language were made by CIRSA on behalf of the Town. • Section 9 Termination — BCRC requested that the termination clause be deleted completely (eliminating Avon's ability to terminate) and suggested other language elsewhere that would allow BCRC to terminate "immediately" if they were not happy with the service. Avon preserved this clause so that the agreement provided for reciprocal termination capabilities and notice requirements to benefit both parties equally. The notice period was adjusted to 14 days and it was clarified that termination may be by either party "...with or without cause ". Unchanged: • Section 4 Authorization for Access and Use —BCRC requested deletion of this paragraph. Avon preserved this clause (but removed BCMD from mention) in order to acknowledge that Avon is in fact allowed to use the roads and transit facilities within the resort area. (This provision was previously and specifically requested by Town Council to be included back in May 2011.) Exhibit 1 — Agreement for Transit Services Page 4 of 4 AVON — BEAVER CREEK (F SHUTTLE BUS FUNDING AGREEMENT FOR 2011 - 2012 THIS AGREEMENT ( "Agreement ") is entered into this _ day of , 2011 by and between the Town of Avon, a home rule municipal corporation ( "Avon ") and the Beaver Creek Resort Company, a Colorado nonprofit corporation (`BCRC ") collectively referred to as the parties ( "Parties "). WHEREAS, Avon and BCRC desire to cooperate and agree to provide shuttle bus services between the Town of Avon and the Beaver Creek resort area; WHEREAS, Avon desires to provide shuttle bus vehicles, drivers, administrative support and other equipment and services to provide shuttle bus services as described in this Agreement; WHEREAS, BCRC desires to provide financial contributions to support the shuttle bus services as described in this Agreement; WHEREAS, Avon is authorized by the State of Colorado Public Utilities Commission to provide bus public transit services within and across jurisdictional boundaries within Eagle County under license number 18331 S; and, WHEREAS, Avon and BCRC desire to enter into this funding agreement for the 2011 -2012 winter visitor season. NOW, THEREFORE, in consideration of the covenants, conditions and agreements set forth herein, the Parties agree as follows: 1. Term: This Agreement shall be in full force and effect from this date forward and shall expire on October 31, 2012, unless otherwise terminated sooner. 2. Shuttle Bus Service: Avon agrees to provide the following described shuttle bus services: a. Avon Skier Shuttle: Transit service referred to as the "Avon Skier Shuttle" will be provided daily during the period starting November 23, 2011 and ending April 8, 2012. Scheduled bus service shall be provided which stops at Avon - selected bus stops within the Town limits, the public parking lot commonly known as the Elk Lot, and at the Beaver Creek Plaza transit stop located at the Covered Bridge on Village Road between the hours of 8:00 a.m. to 11:00am and from 2:30pm to 5:30 p.m., daily, for a total maximum of 1,410 service hours. Avon shall operate the Avon Skier Shuttle so that the average wait time at each scheduled stop is approximately (i) 30 minutes from 8:00 a.m. to 2:30 p.m. and (ii) 15 minutes during the peak 2 -hour period in the afternoon (e.g., from 2:30 p.m. to 4:30 p.m.). The service times at particular stops shall be determined by Avon and listed on a printed customer schedule b. Evening Restaurant Shuttle: Transit service referred to as the "Evening Restaurant Shuttle" will be provided daily during the period starting December 17, 2011 and ending April 1, 2012. Scheduled bus service shall be provided which stops at Avon - selected bus stops within the Town limits and at the Beaver Creek Plaza transit stop located at the Avon - Beaver Creek Transit 11.9.11 Avon - Beaver Creek Ski Season Bus Funding Agreement Covered Bridge on Village Road between the hours of 6:00 p.m. to 10:00 p.m., daily, for a total maximum of 530 service hours. The service times at particular stops within the Town limits shall be determined by Avon and listed on a printed customer schedule based on a frequency determined by 1 bus in the loop. Avon shall operate the Evening Restaurant Shuttle so that the average wait time at each scheduled stop is approximately 20 minutes. C. Performance Standard: Avon shall strive to consistently achieve the wait times described in Sections 2.a. and 2.b. above. On -time performance shall be measured on a seasonal basis, and consistent with transit industry standards as 1 minute before to 5 minutes after the scheduled stop time (TCRP Report 88: "A Guidebook for Developing a Transit Performance- Measurement System." Transit Cooperative. Federal Transit Administration and the Transportation Research Board, Washington DC. 2003, pp. 206- 207). Avon is not responsible for delays associated with traffic incidents, congestion, or road conditions within the Beaver Creek Metropolitan District and the Resort Area, or for delays associated with inclement weather or other factors not within the Town's control. d. Special Event Shuttle Request Service: Transit service referred to as "Special Event Shuttle" can be provided by Avon if requested by BCRC with at least 21 days notice. The cost for such at- request service would be fully borne by BCRC at a rate of $105.75 per service hour. 3. Avon Operator: Avon shall be the owner, operator and manager of the shuttle bus vehicles, equipment and services provided for in this Agreement. a. System Policy: Avon's provision of shuttle bus services under this Agreement shall at all times comply with the standards and performance objectives set forth in this Agreement. Avon shall notify the BCRC of any noncompliance of which Avon becomes aware. In addition to the requirements and performance standards set forth elsewhere in this Agreement, Avon shall at all times operate and maintain the shuttle services in accordance with the following requirements: i. Each vehicle shall be equipped with a public address system. Drivers must announce each stop using such public address system upon arrival and departure. ii. Drivers must be uniformed at all times while visible to guests. iii. Drivers may not smoke at any time while visible to guests. iv. Drivers must greet guests entering through the front door. v. Avon will ensure that the interior and exterior of all vehicles utilized for the service are cleaned daily. vi. Avon will ensure that all destination signs are programmed with the latest destinations, properly lit and in good working order. r- Page 2 of 5 Avon - Beaver Creek Transit 11.8.11 Avon - Beaver Creek Ski Season Bus Funding Agreement vii. If the driver encounters an unruly or rude passenger (e.g., appears to be .. intoxicated exceptionally loud or argumentative), the driver will, in a professional and courteous manner, attempt to resolve the situation and follow Avon Transit standard communication protocol. b. Standards: Avon shall survey riders to determine performance by providing survey cards and pencils onboard all buses; with riders self - selecting and completing the surveys. Bus drivers shall collect completed surveys daily and turn them into Avon's Transit Manager. Survey cards shall inquire about greetings, staff appearance, driver courtesy, bus cleanliness, and timeliness. Bus timeliness shall also be measured by field checks conducted at least weekly by Avon's Transit Manager, Avon shall make both the completed survey cars and the field time check results available upon request. 4. Authorization for Access and Use: BCRC agrees to allow Avon is allowed to use the roads and bus facilities needed for transit service. This includes access to the following bus stops: Covered Bridge Stop, Elk Lot transit center, and the Landing. 5. Payment: For the 2011 -2012 ski season, the BCRC shall make total payment to Avon of SEVENTY -FIVE THOUSAND DOLLARS [$75,000] in four equal installments of EIGHTEEN THOUSAND SEVEN HUNDRED FIFTY DOLLARS [$18,750], which shall be due on the 1St day of December, 1St day of January, 1St day of February, and 1St day of March. Payments shall be delivered to the following address: Town of Avon Department of Finance PO Box 975 Avon, CO 81620 Attn: Mr. Scott Wright (970) 748 -4020 swright a,avon.org E -mail 6. Insurance: Avon shall provide for Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Such insurance shall list Beaver Creek Resort Company of Colorado as an additional insured party. 7. Liability: Avon agrees to indemnify, defend and hold harmless BCRC (and their officials, agents, representatives, employees, contractors, and successors and assigns) from all claims, demands, damages (including, without limitation, consequential damages), causes of action, fines, penalties, losses, liability, judgments, costs or expenses (including reasonable attorneys' fees) resulting from claims for bodily injury (including death) to any person or damage to any Page 3 of 5 Avon - Beaver Creek Transit 11.8. 11 Avon- Beaver Creek Ski Season Bus Funding Agreement property, caused by or arising from the conduct or activities of Avon, its officers, employees or agents, in the performance of this Agreement of provision of shuttle bus services as described in this Agreement (including, without limitation, maintenance, repair and replacement activities); provided, however, such indemnification will not extend to any claims caused by or arising from BCRC's negligence or willful misconduct. 8. Service: The shuttle bus service provided within the Beaver Creek resort area and the boundaries of the Town of Avon shall be pursuant to the authority of Avon, operating under the authority of and license from the Public Utilities Commission, as contracted for in this Agreement. 9. Termination: This Agreement may be terminated with or without cause by either party upon providing fourteen (14) days written notice of termination to the other party. If this Agreement is so terminated, BCRC shall only be obligated to make a prorated payment amount based upon the percentage of the Term this agreement is in full force and effect. 10. Governmental Immunity: Nothing in this Agreement will be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to Avon, its officials, employees, contractors, or agents, or any other person acting on behalf of Avon, in particular, the governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 11. Annual Budget and Appropriation: Obligations of each of the Parties, respectively, after the current fiscal year are contingent upon funds for the purpose set forth in this Agreement being appropriated, budgeted and otherwise made available.' 12. Notices: Any statement, notice, demand or communication which either Party may desire or be required to give to the other Party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally, by e -mail, or sent by first -class United States mail, postage prepaid, addressed as follows: If to Avon: Town of Avon PO Box 1726 Avon, CO 81620 Attn -Mr. Scott Wright swrightL&avon.org E -mail With a copy to: Eric Heil Heil Law & Planning, LLC 2696 S. Colorado Blvd., Suite 550 Denver, CO 80222 (303) 975 -6120 Telephone eric�heillaw.com E -mail If to BCRC: Beaver Creek Resort Company PO Box 5390 Page 4 of 5 Avon - Beaver Creek Transit 11.8.11 Avon - Beaver Creek Ski Season Bus Funding Agreement Avon, CO 81620 GI Attn -Mr. Tim Baker (303) 845 -5857 Telephone (720) 845 -5945 Fax tbakerCvailresorts.com E -mail N Read, understood, agreed and executed: Town of Avon Date: Attest: Rich Carroll, Mayor Patty McKenny, Town Clerk Beaver Creek Resort Company LIM Tim Baker, Executive Director Page 5 of 5 Avon - Beaver Creek Transit 11.8.11 Date: VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this __q_ day of y , 2011 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 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor "). 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: 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 ERFPD vehicles and equipment. Service will be performed on approximately 32 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ERFPD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ERFPD. (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 or verbal estimate provided 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. 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, ERFPD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. 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 (10 %). Contractor's vehicle washing facility may be used by ERFPD subject to such wash rates as Contractor shall establish and may amend from time to time. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 4 9/22/2011 4. Terms and Termination: This Agreement will be effective as of January 1, 2012 and will terminate on December 31, 2012 unless either party fails to substantially perform the duties and obligations in accordance herewith. In such an event, the non - defaulting party may terminate this Agreement by providing seven (7) days written notice to that the defaulting party, unless the defaulting party cures the breach within the seven (7) day remedy period. Either party may terminate this Agreement without cause by providing 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 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, modification, or termination is sought. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 9/22/2011 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 ERFPD. 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. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and the District are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this c� day of J-4- �- 2011. Eagle Rivq Fire Protection District IC EXECUTED this day of �� L 2011. TOWN OF AVON 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 9/22/2011 EXHIBIT A NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 2011 VIN Year Manufacturer Equipment Type Unit # Code 4131 CT02SOYA000936 2000 Pierce Pumper Quantum 111 H 1 P9CT01 D2JA040331 1988 Tierce Dash Pumper _11_2H H 4P1CT02S61A001708 2001 Pierce Quantum Pumper 119 H 1GNGK26K2PJ367152 1993 Chevrolet Suburban 121 L 1 GNDT13WXWK224749 11998 Chevrolet Blazer } I— 123 L 1 FDAX57F82EC50563 2002 Ford F550 Wildland pumper 1124 L 1 FV6TMDB6XHA41448 1998 Pierce Tender 125 H 1GBHK33F1WF062189 1998 Chevrolet K3500 127 L 1GNEK13Z73J319076 2003 Chevrolet Tahoe 128 L 1GCHK29U33E308690 4P1CT02HX3A003274 2003 Chevrolet K2500 Pickup Pierce Pumper Quantum 129 L 2003 131 H 16HPB1424WU011442 1998 Haulmark Trailer 131T L 2CNDL23F456099517 2005 Chevrolet Equinox 132 L 4P5T8222X81121016 2008 IN Flat bed Trailer 132T L 4P1CD01H76A005812 2006 Pierce Dash Pumper 133 H 1GNFK13037R223541 2007 Chevrolet Tahoe 134 L 1GCHK39D07E176757 2007 Chevrolet K3500 Pick up 135 L 1FDAX57P87EB47966 X2007 Ford F550 Wildland pumper 136 L 1GNFK130X7J401864 2007 Chevrolet Tahoe 137 L 4P1CD01H97A007515_ Pierce Dash Pumper_ _ 138 H 4P1CD01H07A007516 2007 Pierce Dash Pumper 139 H 1G1ZJ57B28F195948 2008 Chevrolet Malibu 140 L 3GNGK26K08G215700 2008 Chevrolet Suburban — 141 L 1GNFK130X8R204020 2008 Chevrolet Tahoe 142 L 1GNFK130X8R202218 2008 Chevrolet (Tahoe 143 L 2CNDL63F286280384 2008 Chevrolet Equinox 144 L 1GCHK29608E176691 2008 Chevrolet K2500 Pick up 145 L 4P1CU01HX8A008545 2008 Pierce Quantum Aerial 146 H 1 HTWEAZR89136549 2007 International _ Wildland pumper 147 H E -2693 1985 Pierce Dash Pumper 1512 H 1HTSEAANlVH402101 1996 International _ Rescue 1520 H 1 FMDU34XOPUA46280 1993 Ford I Explorer 1 1720 L Code indicates H— heavy duty (e.g., large buses) or L — light duty— (e.g., supervisor vehicles, small cut - aways). END EXHIBIT A 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 4 9/22/2011