HomeMy WebLinkAboutMunicipal Surplus Piggyback Contract RECEIVED
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AARauctions.com
Municipal Surplus?
Professional Auctioneers Southold Town Clerk
We wanted to share some good news with you!
Certified Appraisers
Dutchess County has recently awarded us the Dutchess County Surplus Auction Services Contract.With
Licensed Brokers in our No-Cost, hassle-free auction model for items deemed surplus,all municipalities have the option to
New or New Jersey piggyback off of this contract and share in the same success of your peers.
and Connecticut
Real EstateBrokers: Under NYS General Municipal Law Section(103), Dutchess County is allowing all political subdivisions
Susan A.Doyle, CAI, ISA and districts located within New York State the ability to contract our services as a result of their
Obert A.Doyle, agreement.
CAI,ISA,CAGA
This means your municipality can utilize our services, under the same terms,without having to issue an
AssociateBrokers: RFP.
Jennifer Mensler, CAI,ATS
Frank T.Pietrzak, CAGA
Gregory Stone, Limited maintenance budgets in addition to tighter operating budgets require creative thinking for
municipalities.Our full-service model provides for a smooth and profitable outcome. Benefits of our
Real Estate Salespersons: service include:
Edward Doyle
Gregory Frederick No cost to the municipality
Philip Ga le an, CAI, You provide a list of items,we handle the auction
GPPA,AT •
Jessica Meyer-Booth 65,000 vetted buyers locally, regionally, &nationally
Jon Santiago Syndicated portals for market reach,over one million views per month
Paul L. Stansel' CAGA Transparency to the public
• Heavily advertised sales at no cost to municipality
We Fell More New York Detailed accounting and reconciliation reports
Properties At Auction • Real people to assist and speak to when needed
Each Year 7han Any Other Higher prices than any other traditional model in the tri-state area
Real Estate Company In
America
We catalog, photograph,video, advertise and post your surplus items to our websites as well as locally,
Box 1739 regionally and nationally advertise your auction.This alleviates your municipality from expensing
5 South Avenue resources and time doing this job yourselves or paying fees to a provider for this service.
Pleasant Valley,
New York 12569 We have sold items for Counties,Towns,Cities, Not-for-Profit organizations and Police Departments all
with unmatched results. In fact,we recently sold a fire truck for a NY fire department as a single offering
Phone to a bidder in Alabama for$245,300.
800-243-0061
845-635-3169 Enclosed is our Piggyback Agreement for Auction Services and our proposal.
Fax
845-635-5140 You can view other municipal auctions on our website AARbids.com 24/7 without needing to register.All
Fed ®172289 of the action happens at the end so be sure to watch the live ending.
AARauctions.com We look forward to working with you!
AARbids.com
Taylor Robinson
Municipal Surplus Coordinator
Ali i�ldgl
Phone: (845)635-3169 Option 7
i M
Agreement for Auction Services—For sale of Municipal Vehicles,Equipment,&Misc.Surplus Assets
To be sold at Online Auction- COUPLED WITH DUTCHESS COUNTY(Piggy-back contract)
This Agreement made on_/—/20_, between _, hereafter called "Seller", and
.Absolute Auctions & Re 1t t Inc.,45 South Avenue P.10 Box '1739 Pleasant Valle .l'i't' 12569 hereafter called"AAR":
A. ABSOLUTE AUCTIONS&REALTY,INC.(AAR)is a professional auction company,licensed,bonded,certified and insured.
B. AAR is ready,able and willing to produce and distribute a listing of the items or lots to be auctioned. AAR has a large mailing list of
proven buyers. The entire listing will be made available on AAR's website and emailed to over 60,000+qualified buyers.Additional
syndication of auctions will be provided to over 800,000+additional potential bidders.
C. AAR will advertise on Craigslist.com,AuctionZip.com,GoToAuction.com,EstateSales.org,EstateSales.net and the AAR website at
no charge to the seller.The entire online catalog shall be spidered out from the AAR website to many other websites attracting
buyers.Additional targeted advertising shall be completed at no cost to seller.
D. AAR can handle the auction/sale without additional manpower from the seller.AAR will photograph and format all catalog data to be
posted on our proprietary Dynamic Online Only Auction platform.The auction would be search engine optimized(SEO)by item and
run for a duration of time(10-14 days)at the seller's discretion.The auction would begin closing at a set time,predetermined with
the seller.Each lot would close 30 seconds apart and have a dynamic ending to allow bidding,as long as,bidders are willing to keep
bidding.AAR will invoice all successful bidders and include pickup instructions that are predetermined by the seller.
E. AAR can handle the auction/sale of any personal property and real estate that the seller would like to dispose of during the course of
the year under the same terms of no commission or advertising costs to the seller.
F. Seller will have the right to accept or reject bids from the auction.Results will be sent to the seller the following morning for
approval,and a response from the seller will be returned to AAR to invoice buyers in a timely manner.AAR understands that the
seller may be required on occasion to remove an item from auction in order to put back in service.
G. The seller covenant and agrees that is has good marketable title and the right to sell all items to be sold and that assets are free and
clear from all liens or encumbrances unless indicated otherwise on inventory provided by the seller to AAR.
H. This is an online auction.AAR will collect funds on the seller's behalf and remit proceeds to the seller.The seller will handle the
transfer of title,if any,at time of pick-up.AAR will collect sales tax and remit to NYS.NOTE:If a county,AAR can remit sales tax
to the county.County must provide their Federal ID#for the buyers bill of sales.
I. AAR will send an itemized report with all closing documentation to the municipality for their records along with the proceeds
approximately fourteen(14)days after the closing of the auction.
COMPENSATION
ABSOLUTE AUCTION&REALTY,INC.will not charge the seller any commission or advertising expenses(except for additional
requested advertising by the seller).AAR will receive as its sole compensation the following percentages of the amount(s)bid and paid
for each item sold at auction,commonly known as a"buyer's premium,"paid by a buyer at the time of the auction:
a. Ten(10%)buyer's premium at public auction of all vehicles,equipment and surplus items.
b. Four(4%)buyer's premium at public auction if a vehicle sold is within two(2)model years of sale.
c. Five(5%)buyer's premium at public auction if a vehicle sold is within three(3)model years of sale.
d. Any additional specialty advertising expense chosen by the seller and marketed by Auctioneer,such as,a targeted postcard
mailing,shall be deducted directly from proceeds of said auction.
AGREEMENT
AAR understands and is willing to provide auction services under this agreement with the seller..
INSURANCE RE 1r REME TS
AAR maintains Worker's Compensation coverage on all employees.In addition, AAR has General Liability Insurance Coverage to
comply with multiple municipality requirements and can name seller as an additional insured at no cost.
Seller/Municipality: Contractor: Absolute Auctions&Realty,Inc.
Name(Printed): Name: Philip Gableman
Payment Address: Address: 45 South Avenue I P.O.Box 1739
Pleasant Valley,NY 12569
Email Address: ......... Email Address: info@aarauctions.com
Phone Number: Phone Number: (845)635-3169 opt.7
Signature: ..... Signature:.
AGREEMENT
THIS AGREEMENT, bearing the date set forth on the signature page, by and between
the COUNTY OF DUTCHESS, a municipal corporation with offices at 22 Market Street,
Poughkeepsie, New York 12601 (hereinafter referred to as the "COUNTY") and ABSOLUTE
AUCTIONS & REALTY, INC., a corporation whose address is 45 South Avenue, PO Box
1739, Pleasant Valley,New York 12569 (hereinafter referred to as the"CONTRACTOR").
WITNESSETH.-
WHEREAS, the County Division of Central Services desires the Contractor to provide
auctioneer services for vehicles/equipment/miscellaneous surplus; and
WHEREAS, the Contractor is qualified and is willing and able to perform such services
in a timely manner, and
WHEREAS, the funds necessary to pay for such services are appropriated in the 2017
Adopted County Budget, now, therefore, it is mutually agreed by and between the parties hereto
as follows:
1. SCOPE OF SERVICES. The Contractor agrees to perform in a manner which is
acceptable to the County, consistent with the highest standards of care, and in strict compliance
with all applicable Federal, State and local laws, regulations and procedures, the services set
forth in Exhibit "A" annexed hereto and made a part of this Agreement. If any term, provision,
clause or covenant of Exhibit "A" contradicts or creates an ambiguity with any term, provision,
clause or covenant of this Agreement, paragraphs "1" through "36" inclusive of this Agreement
shall govern.
2, PROTECT AND DOCUMENTS FORMING THIS AGREEMENTI This
Agreement shall be deemed to include (if applicable): the advertisement for proposals; the
Instructions to Bidders; the Information for Bidders; the Contractor's proposal; the technical and
contract specifications; the plans or drawings; any addenda to specifications if the same are
issued prior to the date of receipt of proposal; insurance contacts and certificates of insurance;
and all provisions required by law to be inserted in the contract, whether actually inserted or not.
The project is described as follows:
Request For Proposal#DCP-38-17 for Auctioneer Services for Vehicles, Equipment and
Miscellaneous Surplus.
3. TERM OF AGREEMENT. This Agreement shall be effective August 1, 2017
and shall terminate on July 31, 2019, unless otherwise terminated as set forth herein.
4. EXTENSION, This Agreement may be extended for additional periods of one
year each, not exceeding in total two (2) years, at the sole discretion of the County of Dutchess.
5. PAYMENT. The Contractor will not charge the County any fees, commission or
advertising expenses for their services. The Contractor will be responsible for payment of any
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and all advertising. The Contractor will receive, as its sole compensation, the following
percentages of the amount(s) bid and paid for each item sold at auction, commonly known as a
"Buyer's Premium" paid by a buyer at the time of the auction:
a) Ten (10%) percent Buyer's Premium at public auctions of all vehicles, equipment
and miscellaneous surplus;
b) A four (4%) percent Buyer's Premium if a vehicle sold at auction is within two
model years of sale;
c) A five (5%) percent Buyer's Premium if a vehicle sold at auction is within three
model years of sale.
6. INDEPENDENT CONTRACTOR STATUS. The Contractor agrees that it is an
independent contractor and that it shall not hold itself out to be an employee or officer of the
County, and that therefore, neither Federal, State nor local income tax nor payroll tax of any kind
shall be withheld or paid by the County on behalf of the Contractor or its employees; that the
Contractor shall not be eligible for, and shall not be entitled to participate in, any employee
pension, health, retirement, or other fringe benefit plan of the County; that the Contractor shall
have no Workers' Compensation or disability coverage through the County for the Contractor or
its employees, and that the Contractor shall not be entitled to make any claim against the County
for these or any other rights or privileges of an officer or employee of the County.
7. DEFENSE AND INC FMN1FICAT[ :
PROFESSIONAL SERVICES: For all matters arising out of the Contractor's
professional services, the Contractor agrees, to the fullest extent permitted by law, to indemnify
and hold harmless the County, its officers and employees against damages, liabilities and costs,
including reasonable attorney's fees, to the extent caused by the negligent performance of the
Contractor, or third parties under the direction or control of the Contractor, in the performance of
professional services under this Agreement.
GENERAL LIABILITY: For all matters other than those arising out of the Contractor's
professional services (such other matters commonly referred to as "General Liability Claims"),
the Contractor agrees to the fullest extent permitted by law to defend, indemnifv and hold the
County and its employees harmless from any and all such losses, claims, liens, demands and
causes for action, including but not limited to, judgments, penalties, interest, court costs, and
legal fees incurred by the County on behalf of any party, in connection with or arising directly or
indirectly from this Agreement. The Contractor shall investigate, handle, respond to and defend
any such claims, demands or suits at its sole expense, and shall bear all other related costs and
expenses even if such claims, demands or suits are groundless, false or fraudulent. This
indemnification section shall survive the expiration or termination of this Agreement.
In any matter in which indemnification hereunder for either professional or non-professional
services would violate Section 5-322.1 of the New York General Obligations Law or any other
applicable legal prohibition, the foregoing provisions shall not be construed to indemnify the
County for damage arising out of bodily injury to persons or to property caused by or resulting
2 1 File#13022
from the sole negligence of Dutchess County employees. The term "employee" shall include all
officers, advisory board members and/or volunteers serving the County.
8. INSURANCE REQUIREMENTS., At all times during the term of this
Agreement, the Contractor and its sub-contractor(s), if any, shall maintain at its own cost the
following insurance and shall provide proof thereof to the County, in the form of a Certificate of
Insurance, prior to commencing work under this Agreement:
Workers' Compensation Employer's Liability (statutory limits). In compliance with the
Workers' Compensation Law of the State of New York, each Contractor shall provide:
a. a certificate of insurance on an Acord form indicating proof of coverage for Workers'
Compensation, Employer's Liability, OR
b. a New York State Workers' Compensation Notice of Compliance (Form C-105, Form U-
26.3, Form SI-12 or Form SI-105.2P).
c. In the event that the Contractor is exempt from providing coverage, it must provide a
properly executed copy of the Certificate of Attestation of Exemption from NYS Workers'
Compensation Board,Form CE-200.
d. A certificate of artici :: fro n a ;elf-,insurance pr grain. The Department responsible for
the implementation of the Agreement will obtain verification from the Director of Risk
Management for those municipalities participating in the Dutchess County Self-Insured
Plan.
Commercial General Liability Insurance coverage including blanket contractual coverage for
the operation of the program under this Agreement with limits not less than $1,000,000 per
occurrence and $2,000,000 in the aggregate. This insurance shall be written on an occurrence
coverage form and include bodily injury and property damage liability. The County must be
listed as additional insured. The additional insured endorsement for the Commercial General
Liability insurance required above shall not contain any exclusion for bodily injury or property
damage arising from completed operations.
Automobile Liability Insurance coverage for all owned, scheduled, hired, and non-owned
vehicles with a combined single limit of liability of not less than $1,000,000. This insurance
shall include coverage for bodily injury and property damage. The County must be listed as
additional insured.
Professional Liability, with limits not less than $1 QtQ 0 er occgt!, xg ig ; $3,000,000 in
the aggregate. In the event of expiration or termination of this Agreement, each party
hereto shall either maintain the abovementioned insurance coverage for a period of not less
than three (3) years, or shall provide an equivalent extended reporting endorsement
(commonly known as a `tail policy').
Excess/Umbrella Liability, if required, with limits not less than "00 C0 pc°or �rEroce E„ 1.
a OQ0 000 aged rte. The County must be included as additional insured.
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The Acord form certificate of insurance must contain the following provisions:
(A)The County of Dutchess must be listed as certificate holder and additional insured on the
commercial general, umbrella/excess, and automobile liability policies. In addition, the
commercial general liability policy must include the additional insured endorsement
forms cg 2037 July 2004 edition and the cg 2010 April 2013 edition or their equivalent.
(B) The commercial general and automobile policies are primary and noncontributory.
(C)The commercial general liability, auto liability and Workers' Compensation policies must
contain a waiver of subrogation in favor of the County of Dutchess.
(D)The umbrella/excess policy is primary and noncontributory and must contain a waiver of
subrogation in favor of the County of Dutchess.
(E)If the Workers' Compensation Notice of Compliance is used instead of the Acord
certificate of insurance, the Notice of Compliance must indicate that a waiver of
subrogation in favor of the County of Dutchess is provided.
All policies of insurance referred to above shall be underwritten by companies authorized to do
business in the State of New York with an A.M. Best financial strength rating of A- or better. In
the alternative, the policies of insurance referred to above may be underwritten by Non-Admitted
companies with an A.M. Best financial strength rating of A+ or higher. In addition, every policy
required above shall be primary and noncontributory. Any insurance carried by the County, its
officers, or its employees shall be excess and noncontributory insurance to that provided by the
Contractor. The Contractor and its sub-contractor(s), if any, shall be solely responsible for any
deductible losses under each of the policies required above.
Payment(s) to the Contractor may be suspended in the event the Contractor and its sub-
contractor(s), if any, fails to provide the required insurance documentation in a timely manner.
Prior to cancellation or material change in any policy, a thirty(30) day notice shall be given to
the County Attorney at the address listed below:
Dutchess County Attorney
County Office Building
22 Market Street
Poughkeepsie, New York 12601
On receipt of such notice, the County shall have the option to cancel this Agreement without
further expense or liability to the County, or to require the Contractor to replace the cancelled
insurance policy, or rectify any material change in the policy, so that the insurance coverage
required by this paragraph is maintained continuously throughout the term of this Agreement in
form and substance acceptable to the County. Failure of the Contractor to take out or to
maintain, or the taking out or the maintenance of any required insurance, shall not relieve the
4 1 File 413022
Contractor from any liability under this Agreement nor shall the insurance requirements be
construed to conflict with or to limit the obligations of the Contractor concerning
indemnification.
All losses of County property shall be adjusted with and made payable directly to the County.
All Certificates of Insurance shall be approved by the County's Director of Risk Management or
designeerp for to commencement of any work under this Agreement.
In the event that claims in excess of these amounts are filed in connection with this Agreement,
the excess amount or any portion thereof may be withheld from payment due or to become due
the Contractor until the Contractor furnishes such additional security as is determined necessary
by the County.
9. Q1 AI_.IFICATION :,.OF CONT.RMTOR'. The Contractor specifically
represents that it and its members, officers, employees, agents, servants, consultants and sub-
contractors have the experience, knowledge and character necessary to perform their particular
duties under this Agreement.
10. PERMITS AND COMPLIANCE The Contractor shall obtain, maintain and
pay for any and all permits and licenses legally required. Contractor shall give all notices, pay
all fees, and arrange for all inspections and approvals required by any governmental agencies.
Contractor shall comply with all laws, rules and regulations applicable to the work to be
performed hereunder. All of the above shall be done at no additional cost to the County.
Questions relating to any applicable permits, rules or regulations shall be referred to our
appropriate representative. If the Contractor performs any work which is contrary to any laws,
ordinances, rules, regulations, permit conditions, building codes, orders or directive, Contractor
shall assume full responsibility therefore and shall bear all costs and expenses thereto.
Contractor shall comply with the Federal Occupational Safety and Health Act and the Americans
with Disabilities Act.
11. NON I ISCRI MINATION. The Contractor shall neither discriminate against an
employee or applicant for employment nor refuse services pursuant to or in connection with this
Agreement because of age, race, creed, color, sex, sexual orientation, national origin, disability
or marital status.
The Contractor shall take all affirmative steps necessary to ensure equal employment
opportunities without discrimination because of age, race, creed, color, sex, sexual orientation,
national origin, disability or marital status and to comply with all Federal, State and local civil
rights laws including, but not limited to,the Americans with Disabilities Act.
12. RETENTION Ol' f ORDS. The Contractor agrees to maintain and have
available for audit such records as may be required by the County, New York State or United
States governmental agencies. These records shall be available for inspection by properly
identified personnel of the above governmental agencies upon reasonable notice, and shall be
maintained for a minimum of ten(10)years after termination of this Agreement.
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13. NON-ASSIGNMENT. (a) This Agreement may not be assigned by the
Contractor, nor its right, title or interest therein assigned, transferred, conveyed, sublet or
disposed of without the previous written consent of the County.
(b) An assignment of this Agreement shall not relieve the assignor of its obligations
hereunder. In the event of assignment, all the provisions hereof shall be binding upon and inure
to the benefit of the respective successors and assignees to the same extent as if each such
successor or assignee were named as a party to the Agreement.
14. TERN4 ATION. (a) Without cause. The County may terminate this Agreement
upon ten(10) days' prior written notice to the Contractor of its intent to terminate without cause.
(b) With cause. The County may terminate this Agreement effective immediately, with
subsequent written notice to be given to the Contractor of termination with cause.
In the event of termination with or without cause, the Contractor shall deliver to the
County any or all drawings, specifications, reports and other data, records, materials and
equipment in its custody or control pertaining to the Agreement and the County shall pay to the
Contractor all amounts due to the time of termination in accordance with the terms of this
Agreement. Such termination shall not give rise to any cause of action against the County for
damages, loss of profits, expenses or other remuneration of any kind. Notwithstanding any other
provision of this Agreement, if, in the judgment of the County, termination is made necessary or
desirable because of the Contractor's failure to fulfill its obligations under this Agreement, or
any other fault of the Contractor, the County may withhold payment of all or any part of monies
which otherwise may be payable to the Contractor under this Agreement and apply such monies
toward any damages or expenses sustained by the County as a result of such failure including,
without limitation, any excess costs incurred by the County in completing the services under this
Agreement by the use or employment of other contractors or otherwise. Notwithstanding the
foregoing, the Contractor shall be liable to the County for all such damages and expenses without
limitation to any such monies being withheld by the County, and the failure of the County to
withhold monies from the Contractor shall not be construed as an acknowledgement by the
County that no such damages or expenses exist and shall not prevent the County from thereafter
making any claim against the Contractor therefore.
15. EXECUTORY. The Dutchess County fiscal year begins on January 1" and
ends on December 31"of any given year. Notwithstanding anything to the contrary contained
herein, it is understood and agreed that this Agreement shall be deemed executory only to the
extent of the monies available to the County for the performance of the terms hereof and that, in
the event that the Dutchess County Legislature fails to appropriate the necessary funds to affect
payment in any calendar year beyond the initial year herein, this Agreement shall automatically
cease and terminate on the last day of the year in which funds have been appropriated for said
Agreement and no liability on account thereof shall be incurred by the County beyond the funds
available for the performance of this Agreement. It is further understood and agreed that neither
this Agreement nor any representation by any public employee or officer creates any legal or
moral obligation to request, appropriate or make available monies for the purpose of this
Agreement.
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16. NOTICE. Except as otherwise provided in this Agreement, notice required to
be given pursuant to this Agreement shall be made in writing and addressed to the following, or
such other person as the parties may designate:
DUTCHESS COUNTY OFFICE OF CENTRAL
& INFORMATION SERVICES
Attn.: Christopher G. Barclay, Director
27 High Street
Poughkeepsie,NY 12601
ABSOLUTE AUCTIONS &REALTY, INC.
Attn.: Susan A. Doyle, President
45 South Avenue, PO Box 1739
Pleasant Valley,NY 12569
17. NON-WAIVER.;R. Failure of either party to exercise any rights under this
Agreement for a breach thereof shall not be deemed a waiver thereof or a waiver of any
subsequent breach.
18. SEVERABILITY. If any provision of this Agreement shall be held
unenforceable, the rest of the Agreement shall nevertheless remain in full force and effect.
19. CHOICE OF ;LAS'. VEND. Any dispute arising directly or indirectly out of
this Agreement shall be determined pursuant to the laws of the State of New York. The parties
hereby choose the New York State Supreme Court, Dutchess County as the forum for any such
dispute.
20. 'NO A Lk131TI ATION. Disputes involving this contract, including the breach or
alleged breach thereof, may not be submitted to binding arbitration but must instead be heard in
accordance with the Paragraph above entitled "Choice of Law, Venue".
21. S[7R "',I(;E OF PROCESS. In addition to the methods of service allowed by the
New York State Civil Practice Law & Rules ("CPLR"), the Contractor hereby consents to
service of process on it by registered or certified mail, return receipt requested, or by facsimile
(fax) transmission. Service hereunder shall be complete when deposited in the United States
mail, duly addressed and with proper postage or when the fax has connected. Contractor must
promptly notify the County, in writing, of each and every change of address to which service of
process can be made. Service by the County to the last known address shall be sufficient.
Contractor will have thirty(30) calendar days after service is complete in which to respond.
22. CAPTIONS. The captions are inserted only as a matter of convenience and
reference, and in no way define, limit or describe the scope or intent of this Agreement nor in
any way affect the terms hereof.
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23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original and shall constitute the same Agreement.
24. GENDER. Words of the masculine or feminine gender in this Agreement, unless
the meaning of the sentence indicates otherwise, shall be deemed to refer to either male or
female persons.
25. LABOR LAW. The Contractor shall, at its own cost and expense, comply with
all applicable provisions of the Labor Law, including, without limitation, Articles 8, 8-A and 9.
26. NOTICE OF INTENT TO SUE. (a) The Contractor agrees that at least ninety
(90) days prior to commencing suit against the County for any matter arising directly or
indirectly out of this Agreement, Contractor shall provide to the County a sworn document
listing the time, place, and manner of any breach of this Agreement, together with an itemized
list of any damages to which you believe you are entitled. (b) We shall have the right to conduct
a deposition upon oral questions of an officer, employee or agent of the contractor, of the
County's choice, as to any matter arising under this Agreement within the 90 day period
described above. (c) Strict compliance with this paragraph shall be a condition precedent to
maintenance or institution of any action or proceeding, whether legal or administrative. This
paragraph shall not be construed to toll any applicable statute of limitation. (d) Any action
against the County must be commenced within one year of the event which gives rise to liability.
27. E lARED PROVISIONS OF LAW. Each and every provision of Federal,
State or local law, rule or regulation required by law to be inserted in this Agreement shall be
deemed to have been inserted herein. If any such provision is not inserted, through mistake or
otherwise, then upon the application of either party, this Agreement shall be physically amended
to make such insertion.
28. BINDING. This Agreement shall be valid and binding once it has been
approved by the Dutchess County Attorney's Office, executed by the County Executive and
delivered to the Contractor at the address indicated in the introductory paragraph of this
Agreement.
29, E FORCEMEl I EXI)ENSES, Contractor shall pay all costs and expenses,
including reasonable attorney's fees (in-house or retained counsel), that the County incurs in
enforcing any of the terms of this Agreement.
30 SET- l RJIGHI I`S. The County shall have all of its common law, equitable and
statutory rights of set-off. These rights shall include, but not be limited to, the County's option to
withhold for the purpose of set-off any monies due to Contractor under this Agreement up to any
amounts due and owing to the County with regard to this Agreement, any other agreement with
the County or any of its departments or agencies. This right of set-off includes any agreement
for a term commencing prior to or subsequent to the term of this Agreement. The right of set-off
shall include any amounts due to the County for any reason including, without limitation, tax
delinquencies, fee delinquencies or monetary penalties relative thereto.
8 1 File#13022
31. RULES OF CONSTRUCTION. This Agreement shall be deemed to have
been mutually prepared by the parties hereto and shall not be construed against any of them
solely by reason of authorship.
32. AUDIT. The Contractor shall maintain an accounting system that enables the
County to readily identify assets, liabilities, revenues, expenses and disposition of County funds.
Records should include, but not be limited to, those kept by the Contractor, its employees,
agents, assigns, and sub-contractors.
All vouchers or invoices presented for payment to be made hereunder, and the books,
records and accounts upon which the vouchers or invoices are based are subject to review by the
responsible department and audit by the County Comptroller. Contractor shall submit any and
all documentation and justification in support of expenditures or fees under this Agreement as
may be required by the County.
The audits may include examination and review of the source and application of all
funds from the County, State, or Federal governments. The Contractor shall not be entitled to
any interim or final payment under this Agreement, and any overpayment may be recouped, if
any audit requirements and/or requests have not been satisfactorily met or if any expenditures or
fees by the Contractor are determined to be irregular by the auditor. This paragraph shall survive
the termination of the Agreement.
33. SEVERANCE PAY: The County Shall Not Be Charged for Severance Pay
Incentives. The County is aware that from time to time contract agencies engage in programs
such as early retirement plans which reward employees with a severance payment as an incentive
toward voluntary resignation. The County of Dutchess is prohibited by the New York State
Constitution from making a gift of public funds and such severance pay incentives amount to
such a gift. Therefore, notice is hereby given that County funds shall not be used for the purpose
of a severance pay or any such incentive. If an audit of payments made under this contract
reveals that such payments have been made, the Contractor shall immediately reimburse the
County for the full amount with interest upon receipt of a written demand from the County. In
addition, the County may declare this agreement null and void.
34. CONTRACTOR'S OBLIGATIONS POST 7lvl M1, ATI WITI ., .. OR
WITHOUT CAUSE. Upon termination of this Agreement, Contractor shall: (1) cooperate with
the County to develop a transition plan and assist in affecting an orderly transfer of services and
obligations to any successor Contractor(s) so as to prevent any disruption in services; (2) provide
the County with access to and a copy of, all books, records and other non-proprietary documents
including, but not limited to digital records, relating to the performance of services under this
Agreement that are required or requested, at no charge; and if so directed by the County; (3)
continue to perform such services prior to actual termination at the agreed upon contractual rate
for up to an additional one hundred twenty (120) days following the notice of termination. The
obligations of this paragraph shall survive the termination of this Agreement whether the
agreement is terminated for cause or terminated for convenience.
9 1 File#13022
35. CONFIDE . The Contractor shall comply with applicable Federal and
State requirements for confidentiality of records and information, and agrees not to allow
examination of records nor disclosures of information, except as required by the County under
the terms of this Agreement.
36. EN AQ�R ENT. The terms of this Agreement,including its attachments
and exhibits, represent the final intent of the parties. Any modification, rescission or waiver of
the terms of this Agreement must be in writing and executed and acknowledged by the parties
with the same formalities accorded this basic Agreement.
IN WITNESS WIIBREOF, the parties hereto have executed this Agreement made this
day of&jMk&A 2017.
APPROVED AS TO FORM: ACCEPTED: COL I ' C1 D 1"CCIIESS
BY:
County Attorney's Office tarci, m ro,County Exe utive
William F.X. O'Neil
Det�tty County Executive
APPROVED AS TO CONTENT: ABSOLUTE AUCTIO S&
REALTY,INC.
Y:
BY:
Christophe ki. Barclay, Dire«t it of Susan A. Doyle,Pre. dent
Central Services
10 �File#131122
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Seller provides accurate list of
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