12-09-2008 VAIL VALLEY FOUNDATION SERVICE AGREEMENTSERVICE AGREEMENT
This agreement is made and entered into this 9"'- day of 2008 by and between the
Vail Valley Foundation whose address is P.O. Box 309, Vail, Colorado 81658 (hereafter know as
"VVF") and the Town of Avon whose address is P.O. Box 975, 500 Swift Gulch Road, Avon,
Colorado, 81620 (hereafter designated as "Contractor").
RECITAL
In consideration of the obligation of VVF to pay the Contractor as herein provided and in
consideration of the other terms and conditions hereof, the parties agree as follows:
Contractor Services: Contractor will, during the term of this Agreement, provide:
(a) Routine maintenance and preventive maintenance ("Routine Maintenance") of
the Vail Valley Foundation vehicles. Service will be performed on approximately
1 vehicle, although the number of vehicles serviced may be increased or
decreased in VVF's sole discretion. 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 VVF. No payment for any repair
or replacement work shall be due unless VVF has approved of such charges.
Services may be commenced with verbal approval by VVF of a written estimate
submitted by Contractor. Repair and Replacement work consists of the following
types of work, including without limitation, transmissions repairs, engine repairs,
rear end repairs and any work or repairs exceeding $2,000.00. VVF
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 it's 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, VVF will pay Contractor $105.00 per hour for repair and replacement
work. Materials and sublet work shall be charged at cost plus ten percent.
Invoice shall be issued by the 10th of each month for services performed the
previous month. Payment shall be remitted within ten (10) days of receipt of
invoice. Contractor's washing facilities may be used by VVF. Contact TOA for
current wash rates. Contractor's Fueling Facilities may be used by VVF. 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, 2009
and will terminate on December 31, 2009 unless Contractor fails to substantially
perform the duties and obligations in accordance herewith. In such an event,
WF may terminate this Agreement upon seven (7) days written notice to the
Contractor, unless Contractor 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 WF to its employees. Contractor shall provide WF
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 end
workmanlike manner. Contractor shall promptly correct any defective work.
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 WF, 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.
EXECUTED this day of , 2008.
Vail Valley Foundation
By:
EXECUTED this ~ day of 2008
TOWN AV N
4 "1 e4477--
By: C- I'D V -
TowNU'`y 'e
EXHIBIT A
WORK
FREQUENCY
RATE
"A" PM
Preventive Maintenance
Inspection
3,000 miles or
250 hours
$105.00 hr.
Plus parts &
sublet
"Annual" every 12months $105.00 hr.
Preventive Maintenance Plus parts &
Inspection sublet
NOTE: Included as a part of Exhibit A is the vehicle listing applicable to this agreement as of
October 30, 2008
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Memo
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
From: Dan Higgins 0~7
Date: 11/17/08
Re: Service Agreement with Vail Valley Foundation (V.V.F.)
Background: The Town of Avon operates fleet maintenance out of its Swift Gulch
facility located at 500 Swift Gulch Road. We have several annual maintenance contracts with
neighboring districts.
One of our goals is to secure more third party revenue to help reduce the subsidy of our
operation.
Discussion: Attached is a one-year service agreement for 2009 between the Town and
the Vail Valley Foundation for vehicle maintenance.
Financial Implications: The agreement contains our standard price of
$105.00/hour for routine and preventive maintenance as well as repair and replacement.
Recommendation: Staff recommends approval of the one-year service agreement
with Vail Valley Foundation.
Town Manage