Loading...
HomeMy WebLinkAbout2016-234-E AMS - Wester Auction & Reality, Inc. for auction administration of County surplus property DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E [Departmental Use Only] TITLE Wester Auction Serv. FY 2016 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement(hereinafter "Agreement"), made and entered into this 27th day of April, 2016, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Wester Auction & Realty, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): The administration of the auction of Orange County vehicles and other assets through the Govdeals.com website as described in the attached proposal dated 4-20-2016. The Provider will be compensated per the agreement based upon successful sales of County surplus material. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 1/16 1 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Processing, posting, selling, and collecting for sold assets through Govdeals. Services include (1) collecting data and pictures necessary for the listing; (2) processing the data and posting to Govdeals (3) handling all calls for information and previews of the items being sold; (4) collecting the proceeds and assuring that the buyer gets their goods, (5) insuring titles are completed and not "left open"; (6) Provide copies of completed titles to Orange County; (7) aceillary services Revised 1/16 2 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E listeed on the attached proposal; and (8) processing and delivery of settlement documents. 4. Duration of Services a. Term. The term of this Agreement shall be from 4/27/2016 to 12/31/2016. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 4/27/2016. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed ten percent (10%) of the gross proceeds of each sale on Govdeals.com and other services requested by the County, not exceding a cumulativly payment total of twenty thousand Dollars ($20,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Alan Dorman) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance Revised 1/16 3 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Revised 1/16 4 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Revised 1/16 5 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Alan Dorman Wester Auction&Reality, Inc. P.O. Box 8181 Hillsborough,NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 1/16 6 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: E'&M7T991r DocuSigned by: y B : 6VGVUt*(' RA.l mtrsb—, B ti County anageT sBSEaaozsa�saaz... Randy Wester Vice Presdent Wester Auction& Reality, Inc. Printed Name and Title Revised 1/16 7 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E ORANGE COUNTY-DEPARTMENT USE ONLY Department Party/Vendor Name: Wester Auction&Reality, Inc. Party/Vendor Contact Person: Randy Wester Contact Phone: 919-422-5679, randywester(acc gmail.com Party/Vendor Address: 269 Lancashire Run City Smithfield State: NC Zip: 27577 Department: AMS Amount: Not to exceed$20,000 in cumluative payments based upon a 10% fee per sale Purpose: Auction Administration Budget Code(s): 10% of Govdeals Auction proceeds (per David Cannell) Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one) New❑ Renewal ❑ Amendment ❑ Effective Date 4/25/2016 Approved by Board Yes❑ Nom Agenda Date: This agreement is approved as to t LtA46C-F64498 e0 �xLnd content: 4/30/2016 Department Director's Signatur Date:... Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency /jMMVjp6q,„gtandards, specifications, and requirements: QuSA. rbvv�cal6 Office of the Risk Management Officer Date: 5/2/2016 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Office q" `�°'�"��°'L Date: 5/3/2016 GM4E5181ACC1409 Legal Services This agreement is approved as to ^ I sufficiency: 16� r6�t 5/3/2016 Office of the County Attorney Date: EAA3D33ED8A8465... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ DolloydL�orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 1/16 8 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E Wester Auction & Realty, Inc. 269 Lancashire Run Smithfield, NC 27577 Services Proposal Orange County, NC 4/20/2016 Wester Auction looks forward to working with Orange County in liquidating your surplus assets. As I recommended in our meeting, I think the best way to proceed is on a brief probationary contract, to insure that we meet your needs and goals and to insure that it is fair and profitable to our company. Assisting you with the current backlog of assets needing to be sold should give us a very good indication of the comfort levels of both parties. This should not take over 60 days to complete and we can then hold a meeting and voice all concerns about the procedures and results. Our list of services provided to other municipalities is as follows: Description Charge 1. Processing,posting, selling, and collecting for sold assets through govdeals 10% • Your staff sends us the list of items to be liquidated • We take over and handle all aspects of the sale • Your staff answers our questions as they arise, normally through email • We collect data and pictures necessary for the listing • We process the data and post to govdeals • We handle all calls for information and previews of the items being sold • We collect the proceeds and assure that the buyer gets their goods • We insure titles are completed and not"left open" • We provide copies of completed titles to you • We process settlement documents and deliver these with net check 2. Preparing vehicles for sale (services provided on an as needed basis) • Removal of door decals and numbers from service vehicles $50 ea • Removal of graphics from police or fire vehicles $100 ea • Removal of debris and boxing of personal items in vehicles $25 ea • Installing batteries in vehicles (labor only) $25 ea 3. Providing equipment and storage necessary to complete the tasks (after the probationary period) • We will provide a 35 ft trailer for storage of small items to be processed n/c • We will provide all tools, supplies, and equipment needed n/c • We will require access to electricity to our trailer DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E We will use your normal services contract, with an addendum listing any specifics. We will install a clause allowing either parry to cancel the contract with 30 days' notice, to allow for completion of work in progress. We will agree to conduct a minimum of(1) auction every 90 days, to keep inventory levels to a workable level. If an additional auction is needed, all that will be required is an emailed request from you. Please discuss this proposal with all necessary personnel and call us with your concerns. Yours truly, Ra&,d y W eater Randy Wester 919-422-5679 DocuSign Envelope ID:2E8D5D65-CF26-4458-B396-02662FEC605E Erie CERTIFICATE OF INSURANCE DATE ISSUED(MM/DD/YY) Insurance —THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 1/18/16 Home Office • 100 Erie Insurance Place • Erie,Pennsylvania 16530 - 814.8702000 Toll free 1.800.458.0811 • Fax 814.870.3126 • www.er!6nsurance.com NAMEANDADDRESS OFAGENCY BLINSON INSURANCE CENTER INC AGENT'S N0. 503-N HWY 70 E JJ1019 Go.;D ERIF IN A A PA GARNER,NC 27529-4058 Co.:E ERIE INSURANCE EXCHANGE, Not Applicable ne Indemni Co. Attorne -In-Fact in NY 1NS_ (919)772-2332 NAME AND ADDRESS OF NAMED INSURED This certificate is issued for information purposes only and confers no rights on the certificate holder. It does not affirmatively or WESTER AUCTION CO negatively amend,extend,or otherwise alter the terms,exclusions and conditions of insurance coverage contained in the policy(ies) JAMES R WESTER D/B/A indicated below.The terms and conditions of the policy(ies)govern the insurance coverage as applied to any given situation.Limits 269 Lancashire Run shown may have been reduced by claims paid.This certificate of Smithfield.NC 27577 insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer and the certificate holder, This is to certi that po licies as indicated by the Policy Number below are in force for the Named Insured at the time that the Certificate is being issued. co Ada'I LTR TYPE OF INSURANCE POLICY NUMBER LIMITS E ®GENERAL LIABILITY EACH OCCURRENCE © COMMERCIAL GENERALLIABILITYII Q46 0450239 10/4/15 10/4/16 1,000.000 ❑CLAIMS MADE 0 OCCU FIRE DAMAGE(Any One RTI 1 1,000,000 ❑ MED EXP(Any One Person 5.000 PERSONAL&ADV.INJURY 1,000,000 ❑ GENERAL AGGREGATE 2.000,000 GENT AGGREGATE LIMITAPPLIES PER PRODUCTS-COMP/OPAGG 2,000.000 IN POLICY ❑PROJECT ❑LOC E ❑ AUTOMOBILE LIABILITY ❑ "ANYAUTO"((OWNED HI )' Q05 3130639 5/31/15 5/31/16 (OGI INJUR R EA © OWNED BODILYINJURY EACH ACCIDENT) $ ❑ HIRED PROPERTY DAMAGE S ❑ NON-OWNED BODILY INJURY AND ❑ GARAGE PROPERTY DAMAGE 1,000,000 COMBINED S ❑EXCESS LIABILRY OCCURRENCE EACH OCCURRENCE $ ❑ AGGREGATE $ ❑ RETENTION S $ S WORKERS COMPENSATION 8 STATUTORY — EMPLOYERS LIABILITY BODILY ACCIDENT S EACH ACCIDENT INJURY DISEASE S POLICY LIMIT BY DISEASE $ EACH EMPLOYEE C OTHER Employee Dishonesty Q46 0450239 10/4/15 10/4/16 5000001100000110000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Orange County,. its officers,official agents and employees are listed as additional insured on the General Liability policy. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIV- ERED IN ACCORDANCE WITH THE POLICY PROVISIONS. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NAME AND ADDRESS OF CERTIFICATE HOLDER _ Orange County' HOR ZI ED PRESENTA PO Box 8181 Hillsborough,NC 27278 EIG6230 8111 Page 1 of 1