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HomeMy WebLinkAboutC13-010 Town of Avon Vehicle and Equipment Maintenance Service Agreement VEHICLE AND EQUIPMENT MAINTENANCE SERVICE AGREEMENT This agreement is made and entered into this day of <fiAIVA1' , 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 term of this Agreement, provide the following services (collectively the "Services "): (a) Routine maintenance and preventive maintenance ( "Routine Maintenance ") of ECO vehicles and equipment. Service will be performed on any of the vehicles listed in Exhibit A. The number of vehicles serviced may be increased or decreased in ECO's sole discretion. Routine Maintenance will be performed at a minimum frequency and scope of work consistent with the manufacturer's recommendations or when initiated at the request of ECO. (b) Repair and replacement work as requested by ECO ( "Repair and Replacement "). No payment for any Repair and Replacement shall be due unless ECO has approved of such charges. Services may be commenced with verbal approval by ECO of a written or verbal estimate provided by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. ECO acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. 2. Facilities: Contractor represents that its facilities are in good repair and adequately equipped and that it has a sufficient staff to perform all work in a timely manner. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, ECO will pay Contractor a unit hourly shop rate for Routine Maintenance and Repair and Replacement. This unit rate shall be $102.00 per hour for light duty vehicles and equipment and $110 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 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 ID 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, ยง 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 I5 day of .3 o-v\ a..ry, EXECUTED this day of 2013. 2013. EAGLE COUNTY TOWN OF AVON By: Z 7 By: 2013 Town of Avon Vehicle Maintenance Contract 10/02/2012 Page 3 of 4 EXHIBIT A IIIIIMIMIIIIIIIIIMMIIIIIIIr FREQUENCY '': "A" PM 3,000 miles or $102.00 hr. Light $110 hr. Heavy Preventive Maintenance 250 hours PIIu 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 1-1 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 Gilllig BRT ECO 870 H 15GGD211971078103 37 Gilllig BRT ECO 871 H 15GGD211071078104 37 Gilliq 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 Chevy5500 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 1GB9G5A68A1105503 6 Chevy Arboc ECO 455 L 15GGD2713A1177756 37 Gillig BRT ECO 883 H 15GGD2715A1177757 37 Gillig BRT ECO 884 H 15GGD2710C1179953 37 Gillig BRT ECO 885 H END EXHIBIT A 2013 Town of Avon Vehicle Maintenance Contract 10/02/2012 Page 4 of 4