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10-03-2012 Vehicle and Equipment Maintenance Service Agreements with Gov AgenicesVEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this 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. Compensation: In consideration of Contractor's services during the term of this Agreement, WECAD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by WECAD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten 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. 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 WECAD to its employees. Contractor shall provide WECAD an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of WECAD, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 9. Benefit: The terms, provisions, and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest, and legal representatives except as otherwise herein expressly provided. 10. Situs and Severability: The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 11. Modification: This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modify, or terminate in whole or in part unless such 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10/02/2012 Page 2 of 4 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 WECAD. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town and WECAD 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. Western Eagle County Ambulance District I= � EXECUTED this t54 2012. TOWN OF AVON day of , By: '713 �J L_( U (::3 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 , 2012 by and between Eagle River Water & Sanitation District whose address is 846 Forest Road, Vail Colorado, 81657 (hereafter know as "ERW &SD ") and the Town of Avon whose address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor "). In consideration of the obligation of ERW &SD to pay the Contractor as herein provided and in consideration of the other terms and conditions hereof, the parties agree as follows: 1. Contractor Services: Contractor will, during the term of this Agreement, provide the following services (collectively the "Services "): (a) Routine maintenance and preventive maintenance ( "Routine Maintenance") of the ERW &SD vehicles and equipment. Service will be performed on approximately 97 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ERW &SD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ERW &SD. (b) Repair and replacement work as requested by ERW &SD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ERW &SD has approved of such charges. Services may be commenced with verbal approval by ERW &SD of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. ERW &SD acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, ERW &SD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ERW &SD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per gallon. Contractor's vehicle washing facility may be used by ERW &SD. 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 8 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 ERW &SD to its employees. Contractor shall provide ERW &SD an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of ERW &SD, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 9. Benefit: The terms, provisions, and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest, and legal representatives except as otherwise herein expressly provided. 10. Situs and Severability: The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 11. Modification: This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modify, or terminate in whole or in part unless such 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10102/2012 Page 2 of 8 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 ERW &SD. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town and ERWSD 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 Water & Sanitation District EXECUTED this .50 day of , 2012. TOWN OF AVON By. 2013 Town of Avon Vehicle and Equipment Maintenance Contract 10(02/2012 Page 3 of 8 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of , 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 performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ECAD. (b) Repair and replacement work as requested by ECAD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ECAD has approved of such charges. Services may be commenced with verbal approval by ECAD of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. ECAD acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the terin of this Agreement, ECAD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ECAD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten 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 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 ECAD to its employees. Contractor shall provide ECAD an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of ECAD, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 9. Benefit: The terms, provisions, and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest, and legal representatives except as otherwise herein expressly provided. 10. Situs and Severability: The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 11. Modification: This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modify, or terminate in whole or in part unless such 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 ECAD. 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. 0 EXECUTED this day of EXECUTED this 3 day of 01R , 2012. 2012. Eagle County Ambulance District TOWN OF AVON By: rn Ci 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 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 conunenced with verbal approval by BCMD of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. BCMD acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, BCMD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services perfonned 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. 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 1 of 5 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 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 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 2 of 5 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 BCMD. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town and BCMD are subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi -fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Parties are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Parties' current fiscal period ending upon the next succeeding December 31. Financial obligations of the Parties payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Parties, , and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. EXECUTED this day of , 2012. Beaver Creek Metropolitan District fs EXECUTED this 3 2012. TOWN OF AVON By: 2013 Town of Avon Vehicle and Equipment Maintenance Contract Page 3 of 5 day of L &1RG , 10/02/2012 VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of , 2012 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 Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of TOM. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 15. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town 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. EXECUTED this 2012. Town of Minturn an day of , EXECUTED this 3 day of rur, b& , 2012. TOWN OF AVON By J 19c- 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 tenns 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 performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by RHMA. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten 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 Vehicle 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 tenns, 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 tunes 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 3� day ofG , 2012. 2012. Regional Hazardous Material Association of TOWN OF AVON Eagle County By: 12. 31 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 Greater Eagle Fire Protection District whose address is P.O. Box 961, Eagle Colorado, 81631 (hereafter know as "GEFPD ")and the Town of Avon whose address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter designated as "Contractor "). In consideration of the obligation of GEFPD to pay the Contractor as herein provided and in consideration of the other terms and conditions hereof, the parties agree as follows: 1. Contractor Services: Contractor will, during the term of this Agreement, provide the following services (collectively the "Services "): (a) Routine maintenance and preventive maintenance ( "Routine Maintenance ") of the GEFPD vehicles and equipment. Service will be performed on approximately 7 vehicles and equipment listed in Exhibit A. The number of vehicles serviced may be increased or decreased in GEFPD's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of GEFPD. (b) Repair and replacement work as requested by GEFPD ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless GEFPD has approved of such charges. Services may be commenced with verbal approval by GEFPD of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. GEFPD acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, GEFPD will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by GEFPD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per gallon. Contractor's vehicle washing facility may be used by GEFPD. 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 GEFPD to its employees. Contractor shall provide GEFPD an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of GEFPD, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more tunes 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 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 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 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 ( "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. da EXECUTED this day of EXECUTED this day of ` , 2012. 2012. Greater Eagle Fire Protection District LOW TOWN OF AVON By: ,l 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 , 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. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ERFPD. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten cents per gallon. Contractor's vehicle washing facility may be used by ERFPD. 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 ERFPD to its employees. Contractor shall provide ERFPD an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of ERFPD, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more tunes 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 10/02/2012 Page 2 of 4 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 EXECUTED this 3 — day ofu AQZ, 2012. TOWN OF AVON By. c 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 , 2012 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 term of this Agreement, provide the following services (collectively the "Services "): (a) Routine maintenance and preventive maintenance ( "Routine Maintenance ") of ECO vehicles and equipment. Service will be performed on any of the vehicles listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ECO's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ECO. (b) Repair and replacement work as requested by ECO ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ECO has approved of such charges. Services may be commenced with verbal approval by ECO of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. ECO acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be perfonned promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, ECO will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 per hour for heavy duty vehicles and equipment. Materials and sublet work shall be charged at cost plus fifteen percent (15 %). Invoice shall be issued by the 10th of each month for services performed the previous month. Payment shall be remitted within thirty (30) days of receipt of invoice. Contractor's Fueling Facilities may be used by ECO. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten 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 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 ECO to its employees. Contractor shall provide ECO an original of its Form W -9 (Request for Taxpayer Identification Number of Certification). 6. Warranty: Contractor shall perform all Services in a prompt, efficient and workmanlike manner. Contractor shall promptly correct any defective work. This warranty shall be in lieu of all other warranties, express or implied. Contractor's sole liability hereunder, whether in tort or in contract, is expressly limited to the warranty provided for herein. 7. ,Assignment: Contractor's duties hereunder requires particular expertise and skills, and may not be assigned to any third party without the expressed written consent of ECO, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 8. Waiver: Failure to insist upon strict compliance with any terms, covenants, and/ or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 9. Benefit: The 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 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 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. 6� EXECUTED this day of EXECUTED this .3 day of �1�Q� , 2012. 2012. Eagle County Regional Transportation Authority 2013 Town of Avon Vehicle Maintenance Contract Page 3 of 4 TOWN OF AVON By. L 10/02/2012