HomeMy WebLinkAboutContracts & Agreements_83-2001_CCv0001.pdf Jun 01 01 02: 46p City of Redlands Finance
AUCTION AGREEMENT
T141S -AUCTION AGREEMENT(this"Agreement")is made and entered into this 5th day of June,
2001,by and between City of Redlands "City") and Industrial Assets,Inc., 11426 Ventura Blvd., Studio
City, California,91604('Industrial").
in consideration of the mutual promises contained herein, City and Industrial agree as follows:
ARTICLE I -AUCTION SERVICES
1.1 City hereby employs Industrial to act as City's agent to sell,at public auction to the highest bidder on
each lot, all the property described on Exhibit "A" attached hereto and incorporated herein by this
reference (the "Property"). The Property may be sold in such lots as Industrial may, in its sole
discretion,determine to be appropriate to facilitate the sale.
1.2 Industrial shall perform the services described herein in a professional manner, and Industrial
represents that it has the skill and the professional expertise necessary to provide high quality auction
services at the level of competency presently maintained by other practicing professional auctioneers
in the industry providing like and similar types of services.
ARTICLE 11- COMPENSATION TO INDUSTRIAL
2.1 As full compensation for its services hereunder,Industrial shall retain(1)a sum equal to ten percent
(10%) of the gross monetary proceeds from the sale of City Property; and (2) a sum equal to the
expenses actually incurred by Industrial in connection with its auction services,which shall in no event
exceed $12,000. Industrial shall provide City with an itemized accounting of its expenses for
conducting the auction as a precondition of City's payment.
I2 In the event City terminates this Agreement prior to Industrial providing the auction services described
herein,City shall reimburse Industrial for all direct and indirect expenses incurred by Industrial from
the date of this Agreement,up to the date-of termination, in connection with Industrial's preparation
for City's auction
ARTICLE III-RESPONSIBILITIES OF CITY
I City shall permit Industrial, without charge, full use of City's premises located at 1270 W. Park
Avenue at reasonable times,Monday through Friday Sam-4;30pm,including necessary utilities for the
purposes of lotting up,advertising,conducting public and private sales, inspecting the Property,and
for such other purposes as are incidental to accomplish Industrial's obligations under this Agreement.
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3.2 City shall provide security for the premises and the Property,and Industrial shall comply with City's
reasonable safety and security guidelines.
ARTICLE IV-RESPONSIBILITIES OF INDUSTRIAL
4.1 Within tS business days following the completion of its auction sale,Industrial shall transmit to City
an accounting together with a check representing the proceeds of the auction.
4.2 Industrial shall be responsible for the collection of all applicable sales tax,and shall promptly remit
the same to the proper authority.
ARTICLE V- GENERAL CONSIDERATIONS
5.1 Industrial shall endeavor to secure the highest amount obtainable at the auction sale.Industrial makes
no representation concerning the value of the Property or the price obtainable.City acknowledges that
City is not relying upon any appraisal or any evaluation of the Property by Industrial,either verbally
or in writing.
5.2 Industrial shall not assume any Hazardous Substances or waste liability of any kind whatsoever under
this Agreement,and is not responsible for removal of same should any exist. "Hazardous Substance,"
as used in this Agreement,means any substance which is or becomes defined as"hazardous waste,"
"hazardous substance," pollutant or contaminant under any federal, state or local state statute,
regulation,rule or ordinance or amendments thereto governing the use storage,disposal or generation
of hazardous,toxic or radioactive substances,materials or wastes(whether or not mixed,commingled
or otherwise combined with other substances,materials or wastes), including,without limitation,the
Comprehensive Environmental Response, Compensation and Liability Act(42 U.S.C.section 9601
et seq.) and/or the Resource Conservation and Recovery Act(42 U.S.C. section 6901 et seq.).City,
it's successors and assigns hereby expressly and unconditionally release Industrial, Industrial's
successors, assigns and directors, officers, shareholders, employees, partners, agents, contractors,
subcontractors,experts,licenses,affiliates,heirs,and devisees(collectively,"Industrial Parties")from
any and all Claims directly or indirectly arising from,in connection with or caused by any Hazardous
Substances or the past, present or future condition of the Premises or the Property. "Claim," or
"Claims," as used in this Agreement, means any and all known or unknown claims, judgment,
demands,damages, debts, obligations, lawsuits, causes of act-on, losses, penalties, fines, liabilities
(including strict liability), cost or expenses, whether or not ultimately defeated, of whatever kind,
nature or description,contingent or otherwise, matured or unmatured, foreseeable or unforeseeable,
including,without limitation,reasonable attorney's fees and disbursements and consultant's fees.City
here-by acknowledges that it may hereafter discover facts different from or in addition to those now
known or believed to be true regarding the Premises or the Property and i:agrees that the releases set
forth in this Agreement shall remain in full force and effect,notwithstanding the existence of any such
different or additional facts. City knowingly and voluntarily waives any and all rights,benefits and
privileges to the fullest extent permissible under any federal, state, local or other laws which do or
would negatively affect validity or enforceability of all or part of the releases set forth in this
Agreement. City specifically waives the provisions of California Civil Code section 1542, which
provides:
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"A general release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of the executing the release,which if known by him,must
have materiality affected his settlement with the debtor."
53 In the event any buyer of any lot offered for sale by Industrial defaults inpayment prior to delivery
of such lot to the buyer, Industrial shall,at Industrial's option,have the right to cancel the sales of
the specific lot and return the Property to City,and Industrial shall have no further obligation with
regard to such Property.In the event that any buyer returns purchased Property because of faulty title
and Industrial at its sole discretion refunds the sale price to the buyer, Industrial may then demand
complete reimbursement of the refunded amount from City,
5.4 Industrial as City's agent,may accept payment in form of cash or check at Industrial's discretion.The
items of Property shall be divided into lots and the auction sales shall be conducted in the manner
determined by Industrial's sole discretion.
5.5 City hereby authorizes Industrial to publish and record a "Notice of Intention to Sell at Public
Auction" in compliance with the Bulk Transfer Division of UCC or to give,publish or record any
other notice or file that may be required by applicable law.
ARTICLE VI-INSURANCE AND INDEMNIFICATION
6.1 City hereby agrees to hold the Industrial Parties harmless from any loss,expense,claim or damage,
including but not limited to reasonable attorney's fees and court costs arising out of any failure of
any condition herein,any misstatement of fact or misrepresentation by City,any breach by City of
any provision of this Agreement,any loss or damage arising from strikes,industrial disputes or other
causes beyond Industrial's control and any and all liability of any kind whatsoever With respect to
any Hazardous Substances existing at any time in or on the Property and/or on the Premises.
ARTICLE 7-GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this
Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to the
recovery of its reasonable attorneys' fees.
7.2 Industrial shall not assign any of the auction services to be provided under this Agreement,except
with the prior written approval of City and in strict compliance with the terms, provisions and
conditions of this Agreement,
7.3 City hereby authorizes Industrial to use City's narre in promotional materials pertaining to the sale
of the Property by Industrial.
7.4 Industrial is for all purposes an independent contractor. All personnel employed by Industrial are
for its account only, and in no event shall Industrial or any personnel retained by it be deemed to
have been employed by City or engaged by City for the account of or on behalf of City.
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7.5 This Agreement may be terminated by either party,without cause,by providing ten(10)day
prior
writ notice to the other (delivered by certified mail, return receipt requested) of intent to
terminate.
7.6 This Agreement,including the attaclurients incorporated herein by reference, represents the entire
agreement and understanding between the parties and any prior negotiations, proposals or oral
agreements are superseded by this Agreement. Any amendment to this Agreement shall be in
writing, approved by the City Council of the City of Redlands and signed by City and Industrial.
7.7 This Agreement shall be governed by and construed in accordance with the laws of the State of
California. Venue shall lie in San Bernardino County, California.
IN WIT-NESS WHEREOF, duly authorized representatives of the City and Industrial have signed in
confirmation of this Agreement,
CITY: INDUSTRIAL ASSETS,INC.
Mayor Steven R.Mattes,President
Attest:
City C rk
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