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09-20-2012 3rd Party Fleet Maintenance and Bus Parking Agreement 2012-2013VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this r.&iday of 2012 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 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 cents per gallon. Contractor's vehicle washing facility may be used by BCMD. Contact TOA for current wash rates. I,ate payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 6 9/19/2012 4. Terms and Termination: This Agreement will be effective as of October 1, 2012 and will terminate on September 30, 2013 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. 8/29/12 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. I EXECUTED this v,G' day of � t -_ 2012. Beaver Crreek/Metroop /o.,litan /District `'' EXECUTED this 1 � day of � �, 2012. TOWN OF AVON By: a - 3 8/29/12 EXHIBIT C shed to Transportation System Agreement (Parking Lot Service) between the r Creek Metropolitan District and The Vail Corporation, dated to be effective November 1., 2012) VE . # VIN # DESCRIPTION 2 6 15GGD2712B1179466 Diesel bus LF 1 8 15GGD2717A1177758 Diesel bus LF 0$2 15GGD271XB1177582 Diesel bus LF 0$3 15GGD271X81177683 Diesel bus LF 9 0 15GGD271X81079690 Diesel bus LF 901 15GGD271181079691 Diesel' bus LF 646 1Z9B6DTS55W216146 Diesel bus LF 647 1Z9B6DTS55W216147 Diesel bus LF 648 1 Z9B6DTS55W216148 Diesel bus LF 649 1Z9B6DTS55W216149 Diesel bus LF 769 1 Z9B7DTS56W216159 Diesel bus LF 7$0 1Z987DTS16W216160 Diesel bus LF 861 1Z91135138834W216251 Diesel bus LF $ 2 1Z9B5BSS54W216252 Diesel bus 1-F 906 1N9362345BA140296 Diesel bus LF 907 1 N9362347BA140297 Diesel bus LF 848 1 15GCD2010T1087501 Diesel bus 0 7 1 HVBTAFM08W555047 30-pax gasoline bus LF 0 6 1 HVBTAFMOBW655076 30- ax gasoline bus LF 7q2- 1GBJ5V1G27F419462 30-pax clasoline bus 70 1 1GBJ5V1GX7F419693 I 30-pax ga soline bus VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this 4&fday of 2012 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 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 cents per gallon. Contractor's vehicle washing facility may be used by BCMD. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page i of 6 9/19/2012 4. he 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. 5. Terms and Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 BCMD to its employees. Contractor shall provide BCMD 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 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. 8. 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. 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 6 9/19/2012 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. 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 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. 16. 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 day of 2012. Beaver Creek Metropolitan District ZBy: ` G ' EXECUTED this Iq(day ofivJ�1, 2012. TOWN OF AVON By• c 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 6 9/19/2012 EQUIPMENT EQ DESCRIPTION SERIAL NUMBER CLASS 101BC 2010 Ford F350 Pick up 1FTRF3BT7BEA75301 Light 102BC Peterbilt 386 w /plow SNP- H49X- 8- BD122336 Heavy 901BC Peterbilt 367 dump truck 1NPTMOOX7AD105040 Heavy 7802BC 1999 BANDIT 250XP CHIP 014526 Light 77088C 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 FLD1125D 1FVAAEA832P]64697 Heavy 601BC 1999 TRAILMAX GTD -20 -7 1G9KS3323XA065372 Heavy 7602BC 2005 GMC T7500 1GDM7F132SF533377 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 C78FMJD7489 Heavy 796BC 2005 CAT 2878 CAT0287BPZSA01846 Heavy 804BC 2007 JOHN DEERE 624J DW624JZ614010 Heavy 803BC 2007 KAWASAKI MULE JKIAFDB137B514174 Light 7601BC 2006 JOHN DEERE 310 SG HOE T0310SG956058 Heavy 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 5 of 6 9/19/2012 6065C 2004 MERCEDES UNIMOG W D6DE4CS744204863 Heavy 605BC 2007 MERCEDES UNIMOG WD7DE4CS664211379 Heavy 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 6 of 6 9/19/2012 SG Cd✓ %�� COPY VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this Z 64 day of &, ,- , 2012 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. C 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 $IO2.00 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 WECAD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per gallon. Contractor's vehicle washing facility may be used by WECAD. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 5 09/21/2012 4. 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 I 01 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 arnend from time to time. 5. Terms and Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 WECAD to its employees. Contractor shall provide WECAD 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. 8. 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. 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, 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 5 09/21/2012 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. 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. IS. 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. 16. Article X, Section 201TABOR: 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 terns 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. 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 5 09/21/2012 EXECUTED this ta`- day of 2012. Western Eagle. County A u ance District By: (/AV -, /,� EXECUTED this 0 day o , 2-0+2. Z' c 3 TOWN OF AVON By: 2012 Town of Avon Vehicle and Equipment Maintenance Contract Page 4 of 5 09/21/2012 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT h This agreement is made and entered into this. ' — day ofQ{Cl�2012 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 perfonned at a minimum frequency and scope of work consistent with the manufacturer's reconnnendations 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 tern 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 10'1' 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 cents per gallon. Contractor's vehicle washing facility may be used by ECAD. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page i of 4 10/02/2012 4. Terms and Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 ofprincipal 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 EGAD, 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. S. 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 2013 Town of Avon Vehicle and Equipment Ma intenance Contract Page 2 of 4 I0/02/2012 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 ul this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claun for relief for, any third party, including any agent, sub - consultant or sub- contractor of ECAD. Absolutely no third party beneficiaries are intended by this Agreement. Any thud -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 teen 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. ��-- 0 �t EXECUTED this .day of EXECUTED this,3 ' day of 2012. 2012. Eagle County A)a}bulance District TOWN OF AVON 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 10(02/2012 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of , 2012 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 term 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 10th of each month for services perfonned 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 cents per gallon. Contractor's vehicle washing facility may be used by RHMA. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vebicle and Equipment Maintenance Contract Page 1 of 4 10/02/2012 4. Terms and Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 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, 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 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 4 10/02/2012 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 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. EXECUTED this day of EXECUTED this day of UG , 2012. 2012. Regional Hazardous Material Assciation of TOWN OF AVON Eagle County i By:( �11 ikx 3 1 By: 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 4 10/02/2012 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this �_ day of 2012 by and between Vail Valley Medical Center whose address is (please fill in) (hereafter known as "VVMC ") 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 VVMC 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 VVMC vehicles and equipment. Service will be performed on approximately I transit bus listed in Exhibit A. The number of vehicles serviced may be increased or decreased at VVMC'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 VVMC (b) Repair and replacement work as requested by VVMC ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless VVMC has approved of such charges. Services may be commenced with verbal approval by VVMC 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. VVMC 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, VVMC 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 VVMC. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per gallon. Contractor's vehicle washing facility may be used by VVMC. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vehicle Maintenance Contract 11/06/2012 Pagel of 3 4. Terms and Termination: This Agreement will be effective as of November 6, 2012 and will terminate on December 31, 2013 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 VVMC to its employees. Contractor shall provide VVMC 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 VVMC, 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. 2013 Town of Avon Vehicle Maintenance Contract 11/06/2012 Page 2 of 3 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 I 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 VVMC. 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 VVMC 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 A2_ day of EXECUTED this 00 2012. 241-2. ZD l3 VA En 1, TOWN OF AVON By: day of , 2013 Town of Avon Vehicle Maintenance Contract 11/06/2012 Page 3 of 3 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of tole %�, X2012 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 cents per gallon. Contractor's vehicle washing facility may be used by TOM. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 1 of 4 4. Terms and Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 tunes. 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. 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page_2 of 4 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 Part., 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 of Avon and TOM 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. 1 EXECUTED this day of (�— EXECUTED hi day of 2012. 2012. Town of Minturn By: TOWN OF AVON By: pmxlc�t 3 (9ch 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 3 of 4 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of +Qm 2012 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. Parts and sublet work shall be charged at cost plus fifteen percent (15 %). In addition, a miscellaneous shop charge of ten percent (10 %) of the labor cost per work order covers miscellaneous supplies and parts not otherwise billed. 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 cents per gallon. Contractor's vehicle washing facility may be used by ERFPD. Contact TOA for current wash rates. Late payment 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 1 of 4 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 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 day of , 2012. Eagle River Fire Protection District By: P/1' "7- 1 EXECUTED this G-,W ay of 1V 2012. TOWN OF ,AVON Y: 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 3 of 4 This agreement is made and entered into this All day of Xf' 2013 by and between Eagle County Regional Transportation Authority whose address is 500 Broadway, P.O. Box 850 Eagle, CO 81631 -0850 (hereafter know as "ECO ") 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 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 tenn 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 terns 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 marnler. 3. Compensation: In consideration of Contractor's services during the tern 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 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 10'11 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 cents per gallon. Contractor's vehicle washing facility may be used by ECO. Contact TOA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vehicle Maintenance Contract 10/02/2012 Page 1 of 4 4. 'Terms and 'Termination: This Agreement will be effective as of January 1, 2013 and will tenninate on December 31, 2013 unless either party fails to substantially perfonn the duties and obligations in accordance herewith. In such an event, the non- defaulting party may tenninate 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 tenninate this Agreement without cause by providing thirty (30) days written notice. 5. Relationships and 'faxes: 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 Fonn W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perfonn 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. S. 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 relinquislunent 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 tenninate 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. 2013 Town of Avon Vehicle Maintenance Contract 10/02/2012 Page 2 of 4 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 govenunental 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, govenunental immunity afforded or available pursuant to the Colorado Govenunental 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 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 tenninated. EXECUTED this % day of Via— , 2013. EAGLE COUNTY '7'1„ EXECUTED this 7a day of , 2013. By: ®� By: 2013 Town of Avon Vehicle Maintenance Contract Page 3 of 4 � 10/02/2012 WORK FREQUENCY RATE "A" PM 3,000 miles or $102.00 hr. Light $110.00 hr. Heavy Preventive Maintenance 250 hours Plus parts & Inspection sublet "Annual" every 12months $102.00 hr. Light $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 January 8, 2013. Parties acknowledge that vehicle list may change as fleet is bought or sold by ECO. VIN Pass Manuf/Type Owner Unit # Code 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 15GGD211371078324 37 Gillig BRT ECO 869 H 15GGD211971078327 37 Gililig BRT ECO 870 H 15GGD211971078103 37 Gilllig 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 1GBE5V1997F426508 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 GB9G5A68A1105503 6 Chevy Arboc ECO 455 L 15GGD2713A1177756 37 Gilliq BRT ECO 883 H 15GGD2715A1177757 37 Gillig BRT ECO 884 H 15GGD2710C1179953 37 Gillig BRT ECO 885 H 2013 Town of Avon Vehicle Maintenance Contract 10/02/2012 Page 4 of 4 01- 22- 13;01:33PM;Protection District ;9703287280 # 1/ 4 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into d" '3 / day of d" by and between Greater Eagle Fire Protection District whose address is P.O. Box 961, Eagle Colorado, 81631 (hereafter known as "GEFPD ")and the Town of Avon whose address is P.Q. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor"). In consideration of the obligation of GFFPD 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 10`" of each month for services performed the previous month. Payment shall be rer pitted 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 cents per gallon. Contractor's vehicle washing facility may be used by .GEFPD. Contact TQA for current wash rates. Late payment and past due amounts shall be subject to interest as set forth in Chapter 3.32 of the Avon Municipal Code. 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 1 of 4 01- 22- 13 ;01:33PM;Protection District ;9703287280 # 2/ 4 4. Terms and 'Termination: This Agreement will be effective as of January 1, 2013 and will terminate on December 31, 2013 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 Crl✓FPD, and any attempt to do so shall render this Agrees -Went null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. S. 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. 14. 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. 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 2 of 4 01- 22- 13 ;01:33PM;Protection District ;9703287280 # 3/ 4 12. Non - Liability of Town for Indirect or Consequential Damages or Lost Profits: Parties agree that the Contractor shall not be Iiable 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 +Goveromental 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 Benefxciarics: 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 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 and GEFPD are subject to Article X, § 20 of the Colorado Constitution ( "TABOIV'). 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 j day of� � EXECUTED this �0 day of Jo_ku 2012. �O l Greater Eagle Fire Protection District TOWN OF AVON By: r— By; 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 3 of 4 01- 22- 13;01:33PM;Protection District NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of September 22, 201 ;9703287280 # 4/ 4 AN 1FDAF57FSXAE83616 Year 11998 Martufaddrer IFord Equipment.T71pe. IF550 Unit. 1912 "C dd f L 1FDXX47S44Eg12880 4PICT02SOXA000015 2003i 1999 Ford - - --� Pierce F450 ..._ ..... .................._._ Dash Aerial 914 935 1 H 4P1C71702,U9TA000122 4P1CT02U9WA 0187 1HTwYSUT0BJ324685 iHTWEA2RXSJ34687 1995 11997 2010 2010 Pierce A' _._._... -- lerce international International 15aWpumper (Saber Pumper Pum er Pumper 915 1924 923 913 H H H j H I I f Code indicates H — heavy duly (e.g., large buses) or L — light duty — (e.g., supervisor vehicles, smalt cut- aways). END EXHIBIT A 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 4 of 4