HomeMy WebLinkAboutContracts & Agreements_92-2012_CCv0001.pdf General Auction Company
Gene Govoreau
7015 Knott Ave.
Buena Park, CA 90620
Office (714)670-8510
Fax (714)670-0411
Cell (714)412-2181
Website: info&qeneralau�t�on,com
email: Lnj�enera�lauctio�ncom
Personal email: geneg--jr-x-&!ao1,crjm-
AGREEMENT FOR PUBLIC AUCTION SERVICES
This agreement for public auction services("Agreement") is made this 2& day of June,
2012 ("Effective Date"), by and between General Auction Company ("GAC")and the City of
Redlands("City"). GAC and City are sometimes individually referred to herein as a"Party"
and,together,as the"Parties."
1. Auction Services. City hereby engages GAC to conduct a public auction of the
personal property of City, as described herein, on June 30,2012. GAC shall be an independent
contractor, and City authorizes and confers upon GAC the power to take all actions on City's
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 Sales law, giving
any other notice or filing any docutnents,that may be required by law, accepting cash and checks
on behalf of City 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. City hereby agrees to sell the property to the highest bidder,with no minimum,
reservation,buy-backs, or persons bidding for City.
2. PtQp=. The personal property subject to auction 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 an
industry, business, entity or agency. At the option of GAC, vehicles may not be offered at
auction unless the Certificate of Ownership and all other documents necessary to effect a transfer
of title to such vehicles are submitted to GAC at least five (5) days prior to the sale. City agrees
to pay advertising and all other costs as provided below or any property withdrawn from the sale
as a result of the failure of City to submit the required title documents. GAC reserves the right to
add other personal property not owned by City to the auction inventory.
3. Time and Place. GAC shall use GAC's auction yard located at 7015 Knott Ave,
Buena Park, CA 90620. as the auction site. None of the property may be sold before the auction
without the written consent of GAC, in which case the sale proceeds shall be treated as part of
the gross proceeds of the auction. GAC will accept items on a continuing basis to be included in
the next available and regularly scheduled auction subject to GAC's discretion to change such
date. In the event of City's breach of this Agreement, City agrees to pay the commission
provided below based on current market value of said property plus all of GAC's out of pocket
costs.
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4. Commissions and Expenses. GAC shall receive a five percent(5%) commission of
gross sale proceeds for the sale of cars,trucks, vans motor homes, boats and/or camper vehicles,
and a fifteen(15%)commission of gross sale proceeds for the sale of other personal property,
office equipment, furniture, construction equipment, trailers, and/or miscellaneous items. GAC
makes no representations or warranties to City as to the amount that any property will sell for.
In the even GAC satisfies or takes an assignment of the interest of secured properties,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 City after payment of commission and expenses.
5. Representations and Warranties of City. To the best of City's knowledge, City
represents and warrants as follows:
A. The property is free from defects.
B. Each item of property is free of liens, charges or encumbrances.
C. The property is covered by insurance against normally insurable risks and such
insurance shall be maintained by City until delivery of the property to purchasers. GAC shall be
named as an additional insured under such policies.
D. City has no business name or address other than the name and address specified in
this Agreement.
6. Indemnity. City agrees to indemnify 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 City in this Agreement which are alleged to be false, or because of any breach of
City of this Agreement. City agrees that this indemnity shall cover any and all losses of GAC
arising out of, or in connection with, death or injury to persons or property damage caused in
whole or in part by defects in the condition of the property.
7. Security Interest. City hereby gives GAC a security interest in the property,including
any insurance proceeds and in the sale proceeds in order to secure any and all advances which
may be made to or on behalf of the City by GAC, and to secure any and all other obligations that
City owes GAC. GAC shall have all the rights of a secured creditor under the Uniform
Commercial Code and City agrees to execute a financing statement enabling GAC to perfect this
security interest.
8. General Provisions.
A. Within twenty-one (2 1)business days after an auction date,and after the receipt
of a signed Confirmation of Consignment, GAC shall present a full accounting of the sales
proceeds and expenses to City. With such accounting, GAC shall present City with a check for
all monies due from the 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 made, and City agrees to
accept responsibility for reclaiming the same wherever located.
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B. Attorneys' Fees. In the event any action is commenced to enforce or interpret
the terms or provisions of this Agreement, in addition to any costs and other relief,the prevailing
party in such action shall be entitled to recover its reasonable attorneys' fees, including fees for
use of in-house counsel by a Party.
C. 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.
D. This Agreement represents the entire agreement and understanding between the
Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal
agreements relating to such matters are superseded by this Agreement. Any amendment to this
Agreement shall be in writing, approved by City and signed by City and Consultant.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS GENERALAUCTION COMPANY
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ATTEST:
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