HomeMy WebLinkAbout2013-039A 2 . 19 . 13
AGREEMENT FOR AUCTION SERVICES 6G,
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THIS AGREEMENT is entered into as of the day of , 2013 , by and between Indian
River County, a political subdivision of the State of Florida, having its principal address at 1801 27b Street,
Vero Beach, Florida 32960 ("County") and Associate Auctions, LLC , a Florida corporation, having its
principal address at 416 SE Cortez Ave. , Stuart, Florida 34994 ("Auctioneer") .
WHEREAS, County has issued Request for Proposal #2013025 ("PFP") for auction services, and
Auctioneer, a duly licensed auctioneer under Chapter 468 , Part VI, Florida Statutes, has submitted a response
to the RFP, and
WHEREAS, County has accepted Auctioneer' s response to the RFP, and the parties now desire to enter into
this written, agreement setting forth the terms and conditions under which Auctioneer will provide auction
services to County.
NOW, THEREFORE, in consideration of the mutual undertakings set forth herein, and other good and
valuable consideration, the parties hereby agree, as follows :
1 . Recitals . The above recitals are true and correct, and are incorporated herein.
2 . Scope of Work. When requested in writing from time to time by County, Auctioneer shall provide ;
auction services as defined in and in accordance with Chapter 468, Part VI, Florida Statutes .
Specifically, Auctioneer shall (i) provide all staff (licensed as necessary) and equipment to
organize, coordinate and conduct one or more auctions of personal property or real property owned
by County, (ii) provide advertising for each auction, including notifying individuals and companies
on Auctioneer' s maintained bidders lists, printing and distributing brochures, and advertising in
trade journals, newspapers and other such publications, (iii) use best efforts -to obtain the best
possible price for all auction items; (iv) provide law enforcement personnel to direct traffic, (v)
provide refreshment services for bidders, (vi) provide set up, tear down, and clean up services, (vii)
provide an accounting and report of each auction, including a lists of registered bidders, lot items,
successful bidders and other relevant information, and remit sale proceeds to County within 10 days
of each auction, and (viii) provide all other usual and customary services for each auction. All such
services shall be provided in a competent and professional manner, consistent with the standards of
licensed, competent and professional auctioneers in the state of Florida, and shall comply with all
applicable laws, including, without limitation, all requirements of Chapter 468 , Part VI, Florida
Statutes . Auctioneer shall provide portable restroom facilities at the auction site if , permanent
facilities are not available.
3 . County 's Responsibilities . County shall (i) provide at least 60 days written notice of each
requested auction, (ii) provide at least 30 days written notice of the items to be auctioned, (iii)
provide a suitable location for each auction, with adequate restroom facilities, (iv) prepare, publish
and pay for any required legal notices, and (v) provide certificates of title for all titled personal
property sold in each auction.
4 . Reserve Auctions . Notwithstanding any other provision to the contrary, in the event of a reserve
auction (i) County and Auctioneer shall agree ori an advertising budget, (ii) County shall initially
pay advertising expenses in accordance with the agreed budget, (iii) if a bid is not received
in
excess of the reserve, and therefore the auction does not result in a sale, County shall bear the final
burden of such advertising expenses without reimbursement or contribution from Auctioneer, and
(iv) if a bid is received in excess of the reserve, and therefore the auction. does result in a
sale,
Auctioneer shall reimburse County for such advertising expenses out of Auctioneer' s
compensation.
5 . Auctioneer' s Compensation . For the services set forth herein, County agrees that Auctioneer
shall receive a 10% buyer' s premium . Specifically, bidders shall be informed that the terms of each
auction sale shall include payment by the successful bidder of a premium of 10% of the amount of
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the successful bid, in addition to the amount of the bid itself. Such additional 10% premium shall
be known as the buyer' s premium, and shall be . paid ion to Auctioneer as compensatfor services set
forth herein.
6 . Terms of Sale . All sales shall be made on an "as is — where is" basis, without express or implied
warranties. Buyers shall make payment in full, including payment of the buyer' s premium, and
shall remove all purchased items on the day of the auction, unless other arrangements acceptable to
County are made .
7 . Auctioneer's Licenses and Certificates . Auctioneer represents that it has at the time of execution
of this agreement, and will have at all times during the term of this agreement, all professional and
business licenses and certificates required for the performance of auction services in the state of
Florida.
8 . Insurance. Auctioneer shall procure, pay for, and maintain at least the following insurance
coverages and limits. Said insurance shall be evidenced by delivery to the County of (i) certificates
of insurance executed by the insurers listing coverages and limits, expiration dates, terms of
policies and all endorsements, whether or not required by the County, and listing all carriers issuing
said policies; and (ii) upon request, a certified copy of each policy, including all endorsements. The
following insurance requirements shall remain in effect throughout the term of this agreement .
a. Workers' Compensation in at least the limits as required by law, and Employers ' Liability
Insurance of not less than $ 100,000 . 00 for each accident.
b. Commercial General Liability Insurance including, but not limited to, Independent
Contractor, Contractual, Premises/Operations, Products/Completed Operation and Personal
Injury covering liability assumed under the indemnification provisions of this agreement, with
limits of liability for personal injury and/or bodily injury, including death, of' not less than
$ 1 ,000,000 . 00, each occurrence ; and property damage of not less than $ 1 ,000,000. 00., each
occurrence. (combined single limits of not less than $ 1 ,000,000 . 00, each occurrence, will be
acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis, and the
policy shall include Broad Form Property. Damage coverage and Fire Legal Liability of not
less than $50,000 : 00 per occurrence,
c. Commercial Automobile and Truck liability covering owned, hired, and non-owned vehicles
with combined single limits of not less than $ 1 ,000,000 . 00, each occurrence . Coverage shall
be on an "occurrence" basis, such insurance to include coverage for loading and unloading
hazards .
d. Professional Liability Insurance (including Errors and, Omissions) with minimum limits of
$ 500,000. 00 per occurrence, if occurrence form is available; or claims made form with "tail
coverage" extending three (3 ) years beyond completion and acceptance of the project with
proof of "tail coverage" to be submitted to County. In lieu of "tail coverage," Auctioneer may
submit annually to County a current Certificate of Insurance proving claims made insurance
remains in force throughout the same three (3 ) year period.
e. Each policy shall require that thirty (30) days prior to expiration, cancellation, nonrenewal, or
any material change in coverage or limits, a notice thereof shall be given to : Indian River
County, Purchasing Division, 1800 27th Street, Vero Beach, FL 32960. Auctioneer shall also
notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of
expiration, cancellation, nonrenewal, or material change in coverage received by Auctioneer
from its insurer; and nothing contained herein shall absolve contractor of this requirement to
provide notice.
f. Companies issuing the insurance policy, or policies, shall have no recourse against County for
payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of contractor.
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g. The term "County" shall include all authorities, boards, bureaus, commissions, divisions,
departments, and offices of County and individual members, commissioners, employees
thereof in their official capacities, while acting on behalf of Indian River County.
b. Indian River County Board of County Commissioners shall be endorsed to the required policy
or policies as an additional insured.
i. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held
by County, to any such future coverage, or to County ' s self-insured retention of whatever
nature.
9. Indemnification . Auctioneer shall indemnify and save harmless Indian River County, its
commissioners, officers, employees, and agents, from and against all claims, suits, actions,
damages, causes, or action or judgments (collectively "claims") arising out of or related to any
negligence, intentional wrongdoing, breach of applicable law or breach of the resulting agreement,
and from and against all costs, attorney ' s fees, expenses, and other liabilities incurred in the defense
of any such claims. Nothing herein shall be deemed to affect the rights, privileges, and immunities
of the County as set forth in Florida Statute Section 768 .28.
10 . Contract Documents . The contract documents shall consist of this agreement and all documents
comprising the RFP.
11 . County' s Right of Inspection . At any time during the term of this agreement, and for a reasonable
period of time thereafter, County shall have the right to inspect any of Auctioneer ' s books and
records relating to an auction held pursuant to this agreement.
12 . Public Records . Auctioneer acknowledges that any records made or received by County in
connection with this agreement or any auction held hereunder, are subject to the Public Records
Act, Chapter 119, Florida Statutes .
13 . "Piggybacking." With County ' s written approval,- and to the extent permitted by law, any other
governmental entity may "piggyback" off this agreement and participate in any auction held by
County.
14 . Form of Notice. Any notice hereunder shall be in writing and delivered by (i) certified mail, . return
receipt requested, (ii) overnight or priority mail, in a form providing proof of receipt, or (iii) hand
delivery, with written acknowledgement of receipt by the recipient, all to the address for such party
set forth above.
15 . Interpretation . This Agreement has been submitted to the equal review and scrutiny of both
parties, and both parties agree that it fairly and accurately sets forth the terms of their agreement. In
any dispute between the parties, the Agreement shall be given a fair and reasonable interpretation,
without consideration or weight being given to the fact that it was initially prepared or drafted by
any particular party.
16 . Severability. Each provision of this Agreement is deemed to be separate and divisible. If any
provision shall be held invalid, the remaining provisions shall remain in full force and effect.
17 . Governing Law. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Florida.
18 . Jurisdiction and Venue. Exclusive jurisdiction for any proceedings arising out of or relating to
this Agreement shall be in the county or circuit court of the State of Florida. Venue shall be in
Indian River County, Florida.
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19 . Attorney's Fees, etc . In any legal proceedings arising out of or relating in any way
to this
agreement, the prevailing party shall recover from the non-prevailing part all fees, costs and
expenses, including, without limitation, reasonable attorney' s fees at all trial, appellate and
collection levels .
20 . Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY AND INTENTIONALLY
WAIVES TRIAL BY JURY OF ANY ISSUE ARISING OUT OF OR RELATING IN ANY WAY
TO THIS AGREEMENT. ALL SUCH ISSUES SHALL BE RESOLVED BY NON-JURY
TRIAL .
21 . Amendment. This Agreement may be amended or modified only by subsequent written agreement
signed by all parties and, with respect to County, approved by County' s Board of County
Commissioners.
22 . Term/Termination . This agreement shall be for an initial twelve ( 12) month term. Thereafter, the
agreement may be renewed for up to five successive twelve ( 12) month periods, by subsequent
renewal agreement(s) signed by both parties. Either party may terminate this agreement at any time
upon thirty days written notice .
23 . Auctioneer' s Representation . Auctioneer represents and warrants that all statements and
information set forth in Auctioneer' s response and other submittals to the RFP were at the time of
submittal, and are as of the date of this agreement, true and correct.
24 . Assignment. Neither party may assign this agreement without the written approval of the other,
which approval may be withheld at the sole judgment and discretion of the other party .
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written
above.
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ASSO T AU ONS LLC INDIAN RIVER COUNTY a°+pGO�M�$SiONFAsy�.e
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Name J sep E. Flescher, BCC Chairman . • ce
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pproved by BCC February 19 13 . * a
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Witnessed by: /1 • °°tib%Aiy " ' G�.�"a
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APVED : ATTEST:
ay .nNsk Jeffrey R . Smith, Cler of Court
Jph A. aird, County Administrator Comptrolle
B .
Appr o For d L IS i ien y Deputy Clerk
By 4
County Attorney
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