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Contract - General Auction Company - 2012-09-01AGREEMENT FOR CONSULTANT SERVICES GENERAL AUCTION COMPANY This Agreement ( "AGREEMENT ") is made and effective as of September 1, 2012, between the Costa Mesa Sanitary District, a sanitary district ( "DISTRICT "), and General Auction Company, Inc. ( "CONSULTANT "). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on September 1, 2012, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES CONSULTANT shall conduct a public auction of the District's property as described below ( "SERVICES ") for DISTRICT's disposed assets as determined by the Board of Directors ( "PROJECT "). . The SERVICES to be provided include the following: a public auction of the District's property as approved by the Board of Directors. The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 3. PERFORMANCE. CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. 4. COMPENSATION Compensation for the SERVICES shall be based on commission as determined by the asset type. • 4.46% commission applies to the following: cars, trucks, vans, motor homes, boats, and /or camper vehicles. • 17.46% commission applies to office equipment, furniture, construction equipment, trailers, and /or misc. 1 PSA 30U 12 08 A Smog fee of $55.00 and Safety fee of $70.00 shall be charged if needed. A $45.00 processing fee will be charged for services rendered. Detailed auction receipts shall be submitted to DISTRICT as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed within 45 days of CONSULTANT's receipt of assets, unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http: / /www.dir.ca.gov /dlsr /pwd /index.htm. CONSULTANT agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against. claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' 2 PSA 30U 12 08 Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: (A) General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT /location or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A) General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's scheduled underlying coverage. Any insurance or self- insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B) Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)AII Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. 3 PSA 30U 12 08 Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A- :VIII, licensed to do business. in California, and satisfactory to DISTRICT. . All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT's services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agents, employees, or subconsultants of CONSULTANT. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause. before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. 9. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. 4 PSA 30U 12 08 This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [Signatures on Next Page] 5 PSA 30U 12 08 DISTRICT Approved by: ®General Manager Approved as to Form: Harper & Burns LLP District Counsel 6 PSA 30U 12 08 CONSULTANT Reviewed and Accepted by: 2a . Robert Fredzess Name Sr. Account Representative Title 8/15/12 Date 1529 AUCTION AGREEMENT GENERAL AUCTION COMPANY 7015 Knoff Avenue Buena Park CA 90620 (714) 670 -8510 GENERAL AUCTION COMPANY (hereinafter "GAC ") and undersigned (hereinafter "SELLER ") agree as follows: 1. AGENCL SELLER hereby appoints GAC as its agent to conduct a public auction of the personal property as described herein. GAC shall be on independent contractor. SELLER authorizes and confers upon GAC the power to take all actions on SELLERS behalf necessary to complete the auction, including but not limited to publication and recordation of a "Notice to Creditors of Bulk Sale by Auction" in compliance with the Bulk Soles low, giving any other notice or filing any documents that may be required by law, occe ting cash or checks on behalf of SELLER as registered and /or legal owner of any motor vehicle sold to effect a transfer, and satisfying or comprising secured parties who hold or assert a lien in any property sold at auction. SELLER hereby agrees to sell the property to the highest bidder, with no minimum, reservation, buy - backs, or persons bidding for SELLER. 2. PROPERTY. The property is generally described as cars, trucks, vans, trailers, motor homes, camper vehicles of any kind, make or model, equipment, machinery, tools, parts and /or miscellaneous items used, manufactured or distributed by any industry, bu i � nti r enc . om�nPss��n aVplles to the following: cars, trucks, vans, motor homes, boats and/or camper vehicles 17.46% Commission anplIes to personal orooerty. office saulnment. fumiture. construction eauinment. trailers and/or misc ISMOG $58.00 S SAFETY $70.00=$125.00 (IF NEEDED); $45 PROCESSING FEE. At the option of GAC, vehicles may not be offered of auction unless the Certificate of Ownership and all other documents necessary to effect a transfer of title of motor vehicles, trailers and towable forklifts are submitted to GAC at least five (5) days prior to the sale. The SELLER agrees to pay advertising and all other costs as provided below on any property withdrawn from the sale as a result of the failure of the SELLER to submit the required title documents. GAC reserves the right to add other personal property not owned by SELLER to the auction inventory. 3. TIME AND PLACE. GAC shall use GENERAL AUCTION COMPANY'S yard located at 7015 KNOTT AVE BUENA PARK California, as the auction site. None of the property may be sold before the auction without the written consent of of parties, in which case the sale proceeds shall be treated as port of the gross proceeds of the auction. GENERAL AUCTION COMPANY will accept items on a continuing basis to be included in the next available and regularly scheduled auction subject to GENERAL AUCTION COMPANY'S discretion to change such dote. In the event of SELLER'S breach of this Agreement, SELLER agrees to pay the commission provided below based on current market value of said property plus all of GAC's out of pocket costs. 4. COMMISSIONS AND ERENSES. GAC shall receive as commission (SEE ITEM n2 ABOVE) of gross sale proceeds. GAC makes no representations or warranties as to the amount that the property (or o particular item thereof) will sell for GAC shall be reimbursed by SELLER the cost of a title search if one is deemed necessary by GAC. In the event GAC satisfies or takes an assignment of the interest of secured parties, all amounts paid to the secured parties in satisfaction of the secured interest or for an assignment of the interest to GAC shall be deemed to be advances by GAC, which advances, shall be deducted by GAC out of the sales proceeds of SELLER after payment of commissions and expenses. The terms and conditions on the reverse side TRANSPORTATION @: $40 (PER UNIT) of this agreement must be read carefully. TRANSPORTATION @: $ (PER LOAD) DETAILING @: $40 (PER UNIT) PAINTING @: $ (PER UNIT) OTHER: $ AC -89CY COSTA MESA SANITARY DISTRICT CONTACT NAME: ANNE SANCHEZ ADDRESS: 628 W. 19TH STREET APPROVED BY: CITY: COSTA MESA STATE: CA ZIP 92627 DATE: 0710112012 PHONE (949) 645400 F_1ct 2301 (949) 650 -2253 FAX GAC BOND # 1007186 SIGNATURE 5. REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER represents and warrants as follows: A. The property, and each item thereof, has no defects. B. Each item of property is free of liens, charges or encumbrances. C. Tile property is covered by insurance against normally insurable risks and such insurance shall be maintained by SELLER until delivery of the property to a purchoser(s). GAC shall be named as an additional insured under such policies. D. SELLER has no business name or address other than the name and address specified in this Agreement. 6. INDEMNITY SELLER hereby agrees to indemnify, defend and hold GAC harmless from any and all losses, liabilities, claims, demands, causes of action, lawsuits or expenses (including GAC's actual attorney fees) which arise against or are incurred by GAC due to any of the representations or warranties of SELLER in this Agreement which are alleged to be false or because of an breach by SELLER of any of the terms of this Agreement. SELLER agrees that this indemnity shall cover any and all losses of GAC arising out of or in connection with death or injury to person or property damage caused in whole or in port by defects in the condition of the property. 7. il<C.L_1RITY INTEREST. SELLER hereby gives GAC a security interest in the property including any insurance proceeds and in the sole proceeds in order to secure any and all advances which may be made to or on behalf of the SELLER by GAC, and to secure any and all other obligations that SELLER owes GAC. GAC shall have all the rights of a secured creditor under the Uniform Commercial Code and SELLER agrees to execute o financing statement enabling GAC to perfect this security interest. 8. GENERAL PROVISIONS A. Within Twenty -one (2 1) working days after the auction date and after the receipt of a signed Confirmation of Consignment, GAC shall present a full accounting of the soles proceeds and expenses to SELLER. With such accounting, GAC shall present SELLER with a check for all monies due from such auction less any funds delayed by legal proceedings or inability of GAC, through no fault of its own, to notify DMV of Transfer of Ownership (form 138), or to comply with the Uniform Commercial Code or other laws. GAC reserves the right to eliminate from the settlement any property for which payment has not been mode, and SELLER agrees to accept responsibility for reclaiming same wherever located. B. Should GAC deem it necessary to retain legal counsel for any matter related to the auction or this Agreement, GAC shall be entitled to reimbursement from SELLER for each expense. In the event any dispute arises out of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees from the other party. C. Both parties waive all claims for damage to the property of each party resulting from the negligence of the other party where such damages would normally be covered by fire, extended coverage, or other insurance.. This waiver does not apply to willful octs of either party. D. GAC is authorized to satisfy or take assignment of the interest or liens of secured parties, but nothing herein shall obligate GAC to acquire the interest of a secured party, unless GAC elects to do so in its sole and absolute discretion.