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Home My WebLink AboutAGMT - General Auction Company (Auction for Surplus Property) AUCTION AGREEMENT GENERAL AUCTION COMPANY 7015 Knott Avenue Buena Park, CA 90620 (714) 670-8510 GENERAL AUCTION COMPANY (hereinafter "GAC ") and undersigned (hereinafter "SELLER ") agree as follows: 1. AGENCY. SELLER hereby appoints GAC as its agent to conduct a public auction of the personal property as described herein. GAC shall be an independent contractor. SELLER authorizes and confers upon GAC the power to take all actions on SELLER'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 documents that may be required by law, accepting 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 cards, 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, business, entity or agency. 5% Commission applies to the following: cars, trucks, vans, motor homes, boats and /or camper vehicles 15% Commission applies to personal property, office equipment, furniture, construction equipment, trailers and /or misc. items FEES PER VEHICLE: Document: $45.00; Smog: $58.00 (if needed); KSR Fee: $25.00; Safety: $60.00 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 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 The SELLER agrees to pay advertising and all other costs as provided below on any property withdrawn from the sale as a result of the failure of the SELLER to submit the required title documents.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. 57296- 0001 \1029445v1.doc • • 3. TIME AND PLACE. GAC shall use GENERAL AUCTION COMPANY'S yard located at 7015 KNOTT AVENUE, BUENA PARK, California, as the auction site. None of the property may be sold before the auction without the written consent of both parties, in which case the sale proceeds shall be treated as part 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 date. 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 EXPENSES. GAC shall receive as commission (SEE ITEM #2 ABOVE) of gross sale proceeds. GAC makes no representations or warranties as to the amount that the property (or a 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 ( ): $ (PER UNIT) of this agreement must be read carefully. TRANSPORTATION ( ): $ (PER LOAD) DETAILING ( ): $ (PER UNIT) PAINTING ( ): $ (PER UNIT) AGENCY: City of Seal Beach OTHER ( ): $ CONTACT NAME: Jeff Watson ADDRESS: 221 8th Street APPROVED BY:� c� CITY: Seal Beach STATE: CA ZIP 90740 DATE: 2k/09 PHONE: 562- 431- 2527/FAX 56z-- 43o -$763 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. • The property is covered by insurance against normally insurable risks and such insurance shall be maintained by SELLER until delivery of the property to a purchaser(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. 2 S7296-000I \ 1029445v l. d o c • • 6. INDEMNITY. SELLER hereby agrees to indemnify, defend and hold GAC harmless from any and all lessees, 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 any 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 part by defects in the condition of the property. 7. SECURITY INTEREST. SELLER 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 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 a financing statement enabling GAC to perfect this security interest. 8. INSURANCE. GAC shall obtain, provide, and maintain during the term of this Agreement the following types and amounts of insurance which shall be maintained with insurers licensed and admitted to sell insurance in the State of California and having a B+ or higher rating in the latest edition of A.M. Best's Insurance Guide, subject to approval of the Seller's Risk Manager and City Attorney: A. Commercial General Liability. A policy of comprehensive Commercial General Liability Insurance covering bodily injury, personal injury, and commercial property damage in the amount of a combined single limit of not less than 1 Million Dollars ($1,000,000.00), per occurrence and in the aggregate. B. Property Insurance. A policy of all risk coverage insuring all of Seller's Property which is in the possession of GAC pursuant to this Agreement in an amount not less than the actual cash value of such Property. Seller shall be named as a loss payee. C. Worker's Compensation. A policy of Worker's Compensation Insurance coverage in accordance with State worker's compensation laws and a policy of Employers Liability Insurance coverage of not less than 1 Million Dollars ($1,000,000.00) per accident. D. Commercial Automobile Liability Insurance. A policy of Commercial Automobile Liability Insurance covering bodily injury and property damage with a combined single limit of not less than 1 Million Dollars ($1,000,000.00) and uninsured motorist coverage at the statutory minimum. GAC shall insure all of Seller's vehicles in GAC's possession against risk of physical damage in an amount equal to the replacement cost of each vehicle. GAC shall indemnify Seller against any loss Seller may incur by reason of physical damage to such vehicles.\ GAC shall maintain on file with the City Clerk current and valid certificates of insurance, including appropriate endorsements, in the form attached acceptable to the City. Certificates shall be filed and must be approved by Seller prior to execution of this Agreement. 3 S7296- 0001 \1029445v1.doc • • • Said policies of insurance shall be primary to and not contributing with any other insurance maintained by Seller or GAC, and shall name the City of Seal Beach and its officers, agents and employees as an additional insured. The policies shall not be canceled or reduced without thirty (30) days written notice to Seller and shall specifically state that the insurance coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. The insurance policies shall include provisions for waiver of subrogation. Any deductibles or self- insured retentions must be declared and are subject to the approval of Seller. 9. INDEMNIFICATION. GAC agrees to indemnify, hold harmless, and defend Seller, the City Council and each member thereof, and every officer, employee and agent of Seller, from any liability or financial loss (including, without limitation, attorneys fees and costs) arising from any act or omission of GAC or any person employed by GAC in the performance of this Agreement. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Seller may have under the law. Without affecting the rights of Seller under any provision of this Agreement, GAC shall not be required to indemnify and hold harmless Seller for liability attributable to the active negligence or willful misconduct of Seller, provided such active negligence or willful misconduct is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 10. BOND. GAC shall obtain and provide a blanket fidelity bond or comparable honesty bond or crime coverage, in a form satisfactory to the City Attorney, protecting Seller against financial loss caused by any dishonest act of GAC or GAC's employees. The bond shall have a minimum limit of $15,000.00 and the City of Seal Beach shall be named as a loss payee. The bond shall be executed by a responsible corporate surety, which has been given a B+ or higher rating by the most recent edition of Best's Insurance Guide and which is authorized to issue bonds in the State of California through an authorized agent with an office in California. 11. GENERAL PROVISIONS. A. Within fifteen (15) working days after the 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 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 made, and SELLER agrees to accept responsibility for reclaiming same whenever located. • B. 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. 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. 4 S7296- 0001 \1029445v1.doc Attachment A CITY OF SEAL BEACH AUTOMOBILES SCHEDULED FOR AUCTION FEBRUARY 11 , 2008 • LG 5130-4 ♦ PW #34 o 2004 Dodge Dakota o 1996 Ford F-250 o Vin o Vin 1D7HG12K54S712619 1FTEF25H1TLB46764 o License 1157008 o License E034859 ♦ PD Pat. 4112 • PW #35 o 1998 Chevy Blazer o 1999 Ford F-250 o Vin o Vin 1G N DT13W 6V2149272 1 FTPF27M6XKB49917 o License E998612 o License 1045785 ♦ Vol. 4106 (PD internal 4123) ♦ PW #57 o 1985 GMC Patch Truck o 1999 Ford Crown Victoria o Vin - CNG 1 GDM7D1 B9GV508058 o 2FAFP7195XX232008 o License E478929 o License 1045779 • PD No Current Number (Old Pat. 4109) o 1999 Ford Crown Victoria — CNG o 2FAFP7197XX232009 o License 1045780 ♦ PW #23 o 1998 Chevy 4 x 4 o Vin 1 GBJK34JXW F053124 o License #056679 ♦ PW #28 o 1999 Ford F-250 o Vin 1FTPF27MXXKB49919 o License 1045783 • PW #33 o 1996 Toyota Tacoma o Vin 4TAW N72N8TZ194656 o License E298230