HomeMy WebLinkAboutC24-169 Eagle Valley Community Foundation
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AGREEMENT BETWEEN
THE EAGLE VALLEY COMMUNITY FOUNDATION
AND
THE COUNTY OF EAGLE, STATE OF COLORADO
FOR
MAINTENANCE SERVICES
THIS AGREEMENT made and entered into on_______________, by and between the
EAGLE VALLEY COMMUNITY FOUNDATION, a Colorado nonprofit organization
(hereinafter referred to as the “EVCF”), and the Board of County Commissioners of the
County of Eagle, State of Colorado, a body corporate and politic (hereinafter referred to
as the “County”).
WITNESSETH:
WHEREAS, EVCF operates the Mobile Intercultural Resource Alliance (“MIRA”),
which utilizes a bus to deliver health and wellness resources and services directly to
neighborhoods, community sites and workplaces throughout Eagle County; and
WHEREAS, EVCF desires assistance from County, to maintain its MIRA bus, and
WHEREAS, County has the ability to perform maintenance on the MIRA Bus and has
the capacity to assist EVCF; and
WHEREAS, County and EVCF intend for this Agreement to set forth the scope of the
responsibilities of the parties and terms and conditions to govern their relationship in
connection with the maintenance services.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration and in consideration of the
mutual promises, covenants and conditions contained herein, the parties hereto agree as
follows:
1. SCOPE OF SERVICES:
The County does hereby agree to perform general maintenance services for
EVCF and preventative maintenance services for the MIRA bus at the rates set forth in
the attached Exhibit A entitled Eagle County Fleet Services IGA Rate Schedule for
Service. In addition, the vehicle to be serviced under this Agreement is identified in
Exhibit B, Vehicle List for EVCF. Said maintenance services shall be limited to those
items set forth in Exhibit A unless approved in writing by the parties. Both Exhibits A
and B are incorporated herein by reference. In the event of any conflict or inconsistency
between the terms and conditions set forth in Exhibits A and B, the terms and conditions
set forth in this Agreement, the terms and conditions set forth in this Agreement shall
prevail.
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
4/2/2024
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2. PERIOD OF AGREEMENT:
A. The initial term of this Agreement shall commence on the first day of January,
2024 and shall end on December 31, 2024. This Agreement shall automatically be
renewed and extended for an additional one-year term commencing on January 1, 2025,
unless earlier terminated in accordance with the provisions of this Agreement.
B. This Agreement may be terminated by either party for any reason, with or without
cause, and without penalty upon thirty (30) days written notice. In the event of
termination, County shall be compensated for all incurred costs and hours of work
completed through the date of termination.
3. REMUNERATION:
A. EVCF agrees to pay the County at a rate of $110.00 per hour for the County’s
performance of general maintenance services plus the cost of all parts and/or fluids as
more fully set forth in Exhibit A. Rates for other services are set forth in Exhibit A.
Such rates are subject to amendment and modification by mutual agreement of the parties
upon each renewal period or at a time otherwise agreed to in writing by the parties. In
the event the County agrees to perform additional services to those outlined in Paragraph
1 of this Agreement or as set forth in Exhibit A, then the hourly rate shall be negotiated
by the Eagle County Fleet Manager and EVCF and agreed to in writing prior to the
County performing any additional maintenance services.
B. The County shall bill EVCF for maintenance services provided on the first of
every month. The County will provide with the monthly invoice a summary billing
report for maintenance services provided. Payment by EVCF is due and owing to the
County within 30 days of billing. Any payments made by EVCF to the County must be
made out to the Eagle County Fleet Services.
4. INDEMNIFICATION/HOLD HARMLESS:
To the extent allowed by law EVCF shall hold the County and its officials, boards,
officers, principals and employees harmless from all losses, costs, claims, damages and
liabilities, including reasonable attorney’s fees and expenses for which County or any of
its officials, boards, officers, principals and employees may become subject to, insofar as
any such losses, costs, claims, damages or liabilities against the County arise out of this
Agreement and County’s maintenance service of EVCF vehicles.
5. MISCELLANEOUS:
A. EVCF recognizes that the County is providing a service for EVCF and that
County vehicle repairs are the number one priority of the Eagle County Fleet Mechanics.
County will make good faith efforts to schedule maintenance services of EVCF vehicles
as requested by EVCF or within a reasonable time thereafter.
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
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B. EVCF will provide any specialized tools and equipment for all vehicles on a case-
by-case basis where available.
C. All written notices shall be given by certified mail to the following address:
Eagle County Fleet Services EAGLE VALLEY COMMUNITY FOUNDATION
P. O. Box 1705 P.O. Box 1580
Gypsum, CO 81637 Vail, CO 81658
Attn: Dustin Ehlert Attn: Melina Valsecia
D. The provisions of this Agreement shall extend to and be binding upon the
respective parties hereto, their successors and assigns. Notwithstanding the foregoing,
financial obligations of EVCF and the County, respectively, payable after the current
fiscal year, are contingent upon funds for the purposes set forth in this Agreement being
appropriated, budgeted and otherwise made available.
E. No modification or waiver of this Agreement or of any covenant, condition, or
provision herein contained shall be valid unless in writing and duly executed by both
parties.
F. This written Agreement embodies the whole agreement between the
parties hereto and there are no inducements, promises, terms, conditions, or obligations
made or entered into either by EVCF or the County other than that contained herein.
G. All agreements and covenants herein are severable, and in the event that any of
them shall be held invalid by a court of competent jurisdiction; this Agreement shall be
interpreted as if such invalid agreement or covenant were not contained herein.
H. EVCF has represented to the County and, likewise, the County has represented to
EVCF that it possesses the legal ability to enter into this Agreement. In the event that a
court of competent jurisdiction determines that either of the parties hereto did not possess
the legal ability to enter into this agreement, this Agreement shall be considered null and
void as of the date of such court determination.
I. County and EVCF each maintain insurance and shall provide proof thereof to and
if requested by the other party.
J. Nothing in this Agreement shall be deemed to make either party an employee,
partner or representative of the other.
K. Any and all claims, disputes or controversies related to this Agreement, or breach
thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be
the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
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L. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this
Agreement. Only the following two forms of electronic signatures shall be permitted to
bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed
copy of the signature page; (ii) the image of the signature of an authorized signer
inserted onto PDF format documents. All documents must be properly notarized, if
applicable. All use of electronic signatures shall be governed by the Uniform Electronic
Transactions Act, C.R.S. 24-71.3-101 to 121.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this _____
day of _____________, 2024.
THE COUNTY:
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
ATTEST:
By:_____________________________ By:_______________________________
Clerk of the Board of Matt Scherr, Chair
County Commissioners
By:______________________________
Melina Valsecia,
Eagle Valley Community
Foundation
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
2nd
April
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EXHIBIT A
EAGLE COUNTY FLEET SERVICES
IGA RATE SCHEDULE FOR SERVICE
VEHICLES
Shop Rate & Other Charges for Light and Heavy Duty Equipment:
Maintenance Services include the general service of vehicles and equipment,
Preventive Maintenance services, and all repair services provided.
The shop rate for all mechanical repairs is $85.00 per hour plus the cost of
all parts and/or fluids.
Parts- current tax free cost plus 15% handling fee.
Outside Service will be billed at cost plus 10%.
There is a $10.00 shop fee to cover supplies on each work order.
Emergency Call Outs:
The shop rate for requested “emergency call outs” for mechanical repairs or
service is $100.00 per hour plus the cost of parts and/or fluids. Fleet
Services normal operating hours are 6:00 am – 7:00 pm Monday through
Friday. On weekends and holidays two mechanics are on duty to provide
limited service to county departments. Emergency call out service is offered
to EVCF weekdays (M-F) from 7:00 pm to midnight and on weekends and
Eagle County designated holidays from 7:00 pm to midnight.
Paint & Body Repairs:
Sheet Metal Repair $110.00/hr.
Refinish $110.00/hr.
Mechanical/ Electrical $110.00/hr.
Frame Repair $110.00/hr.
Paint & Materials $110.00/hr.
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
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EXHIBIT B
EAGLE VALLEY COMMUNITY FOUNDATION VEHICLE
LIST
Unit # Year Make Model Mileage Vin
1 2013 Freighliner MIRA Bus 42799 4UZACHCY7DCFB3370
DocuSign Envelope ID: AA5F29BF-2DFA-42EF-914E-CC71FAD5A7FE
