Loading...
HomeMy WebLinkAboutMunicipal Surplus Piggyback Contract RECEIVED Camera, 1, R 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 1 I File#13022 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. 3 1 File#13022 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. 5 1 File#13022 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. 6 1 File#13022 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. 7 1 File#13022 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 About Us In 1946, we began serving the auction and lite Municipal appraisal needs of the Hudson Valley. Today, our clientele spans the globe,but we still con- Highest prices achieved, Surplus sider each person we meet to be an important member of our AAR family. maximizing your return We are licensed,bonded and insured.60,000+ Solutions qualified buyers with numerous syndicated portals. Our staff is nationally recognized leaders in the online auction industry. a } Membershi'ps No cost to Municipality & Affifi*iativons Novak _ Transparent, concise - SAC A and accountable!NY CAG A _t _. ARt [ 241 AARauctions.com � Absolute Auctions &Realty, Inc. a F POB 1734,Pleasant Valley,NY 12569 - ,� f _ NS 800-243-0061 " AARauctions.com AARbids.com NYSAuctions.com -- -- - - -How.? . IQ 46 Seller provides accurate list of assets to be sold: Vin number, year, make & Om rVEA, model plus any known details. Auctioneer to photograph, video, catalog and watermark - all assets. 4 Auctioneer top ost auction to AARbids.com. Public can _ y� ---moi \\\\\ bid 24/7 from computer or fr. — z mobile device. Auctioneer collects funds and sends invoices to seller. j Seller transfers keys and title to purchaser at time of pick B ----n C S No %,-Josldl UP. Our proprietary internet bidding is available 24/7. The auction listings are spidered out to 100's of This site features a dynamic ending, ensuring that auction related sites. E-mail blasts are sent to Auctioneer provides settle- no money is "left on the table': 1,OOOs of proven and potential buyers;locally, re- ment and detailed reconcilia- gionallyand nationally.Specialty.targeted market- tion to Seller. Our professional team takes care of every detail in ing finds buyers for your corresponding asset(s). the sale of your surplus assets. Comprehensive advertising....All at NO COST to you! t