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06-28-2007 TOWN OF REDCLIFF SERVICE AGREEMENT 02-13-2007Page 1 of I Fatty McKenny From: Penny Olesen Sent: Thursday, June 28, 2007 1:20 PM To: Patty McKenny Subject: FW: maintenance agreement w/ Red Cliff Patty, Let me know if you can help me out here, otherwise I will wait until Monday when Dan is back. Thanks so much. From: Jennifer Strehler Sent: Thursday, June 28, 2007 12:12 PM Toe Penny Olesen Cc: Dan Higgins Subject: maintenance agreement w/ Red Cliff Penny- I just received an old message (early June) from Joanna Schneider (trcvot@aol.co_m) at the Town of Red Cliff. She needs a copy of the signed agreement with TOA re: vehicle maintenance (for her auditors). Please FAX her this at: Fax: (9110) 827-5300 Thanks! Jenny n JO n 8a~ 53e~ 6/28/2007 SERVICE AGREEMENT This agreement is made and entered into this -`day of 2007 by and between the Town of Redcliff whose address is P.O. Box (hereafter know as' OR') nd a Town of Avon whose address is P.O. Box 975, 500 Swift Gulch Road, Avon, Colorado, 81620 (hereafter desig d as 'Contractor' RECITAL In consideration of the obligation of TOR to pay the Contractor as herein provided and in consideration of the other terms and conditions hereof, the parties agree as follows: 1. Contractor Services: Contractor will, during the term of this Agreement, provide: (a) Routine maintenance and preventive maintenance ("Routine Maintenance') of TOR vehicles and equipment. Service will be performed on approximately 1 vehicle and 0 pieces of equipment, although the number of vehicles and equipment serviced may be increased or decreased in TOR's sole discretion: provided, the combined number of vehicles and equipment shall not exceed 75 without the approval of Contractor. Routine Maintenance will be performed at least every 3,000 miles or 250 hours of use. Routine Maintenance shall consist of those services outlined in Exhibit A attached hereto. (b) Repair and replacement work as requested by TOR ("Repair and Replacement'). No payment for any Repair and Replacement shall be due unless TOR has approved of such charges. Services may be commenced with verbal approval by TOR of a written estimate submitted by Contractor. Repair and Replacement includes, without limitation, transmissions repairs, engine repairs, rear end repairs and any other work or repairs exceeding $2,000.00. TOR acknowledges that subcontractors will perform certain repair work. Contractor shall be responsible for assuring that all such subcontracted work will be performed promptly and in accordance with the terms and conditions of this Agreement. (collectively the "Services') 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. All Routine Maintenance shall be completed within 24 hours of any vehicle being brought to Contractors facility. 3. Compensation: In consideration of Contractor's services during the term of this Agreement, TOR will pay Contractor the shop rate of $95.00 per hour for Routine Maintenance and Repair and Replacement. Materials and sublet work shall be charged at cost plus ten percent. Invoice shall be issued by the 1 Oh of each month for services performed the previous month. Payment shall be remitted within ten (10) days of receipt of invoice. Contractors washing facilities may be used by TOR. Contact TOA for current wash rates. Contractors Fueling Facilities may be used by TOR. The cost of Unleaded Gasoline and Diesel Fuel will be at the Contractor's cost plus ten percent. 4. Terms and Termination: This Agreement will be effective as of January 1, 2007 and will terminate on December 31, 2007 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 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 TOR to its employees. Contractor shall provide TOR 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 TOR, and any attempt to do so shall render this Agreement null and void and no effect as respects the assignee (s) and shall constitute an event of default by Contractor. 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 govem 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. 11 Y EXECUTED this day of y , 2007. Town of a cliff EXECUTE this day of 2007. TOVYN B . ~-'~Zx , v EXHIB Ir A wocl4 C FiRIEQUEkbCY - "A" PM 3,000 miles or Preventive Maintenance 250 hours Inspection "Annual" every 12months Preventive Maintenance Inspection RATE $95.00 hr. Plus parts & sublet $95.00 hr. Plus parts & sublet NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of January 1, 2007 Exhibit B Addendum Vehicles To Be Covered Under Agreement 1995 International Dump Truck VIN 41 HTSDAARXSH242964 1991 John Deere 544-E with cab SN#534519