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HomeMy WebLinkAboutAgreements/Contracts - Public WorksGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: PUBLIC WORKS REQUEST SUBMITTED BY: victoria Seim CONTACT PERSON ATTENDING ROUNDTABLE: John Brissey CONFIDENTIAL INFORMATION: EYES W NO DATE: 03.12.2026 PHONE: 509-754-6082 ---------------------------- ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations -D-Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Request for the Chair to electronically sign an Agreement between Grant County Public Works and J. Stout Auctions, for J. Stout Auctions to sell whatever public surplus Public Works wishes to dispose of in March 2026, for the auction commission of 20%for If necessary, was this document reviewed by legal? ❑ YES ❑ NO 0 N/A DATE OF ACTION:L--16 t �� APPROVE: DENIED ABSTAIN D1: D2- D3: DEFERRED OR CONTINUED TO: WITHDRAWN: 4/23/24 J8018 W. Sunset Hwy lk- PA. `N. J. STOUT Spokane, WA 99224 Th- A M:- y% (888) 230-8840 www.jstoutauction.com Consignment to Auction Agreement 1. The undersigned (the "Owner") hereby authorizes J Stout Auctions (the "Auctioneers") to sell the items described below (the "Equipment") at a public auction ("Auction Sale") to be held at got A w. Sunset HwY - Spokane WA 99 4 or at Owner's property with address at NA (each an "Auction Site") on or aboutMar-Eh , 2@6' Owner and Auctioneers may also be referred to in this Agreement individually as a "Party" or collectively as the "Parties." 2. Owner and Auctioneers agree that this Consignment to Auction Agreement's (the "Agreement") terms and conditions, including those conditions on the reverse and/or attached shall be controlling in all matters between the parties. By executing this Agreement, Owner agrees that the statements of fact and promises in this Agreement made by Owner with regard to the Equipment are true and legally binding, and Owner agrees to abide and be bound by this Agreement's terms and conditions. Further, Owner agrees to indemnify and hold harmless the Auctioneers, its owners, managers, members, officers, contractors and employees if any of the statements of fact and promises made by Owner in this Agreement regarding the Equipment are inaccurate or partially or wholly untrue. 3. The Owner will, at Owner's cost, deliver the Equipment in good working/running order, to the Auction Site, on or before 5-days before Auction . If Auctioneers transport the Equipment to the Auction Site, Owner understands and agrees that Auctioneers shall not be responsible for any damages or mechanical failures for that Equipment, regardless of when such damage or mechanical failure occurred and regardless of the cause of such failure or damage. 4. If the Equipment at the time of Auction and sale is physically located at Owner's property, Owner shall ensure that such location is safe and free of any dangerous impediments, obstacles or items during any time that a potential buyer visits said property in order to either inspect the Equipment or to pick up the Equipment after purchase, and agrees to indemnify and hold harmless Auctioneers, its owners, managers, members, officers, contractors and employees from any claims or actions by any third party including a potential buyer related to their entering onto the Owner's property for the purposes stated herein. 5. Owner will make Auctioneers aware of any mechanical problems, defects or damage related to the Equipment and will disclose any and all Equipment related defects, problems or damage to the Auctioneers on or before Auctioneers take possession of the Equipment. The Owner hereby authorizes the Auctioneers, in Auctioneers' sole discretion, to supply such glass, parts and batteries and to carry out such welding, steam cleaning, sandblasting, painting, repairing and other repair and refurbishing necessary on the Equipment. Owner also agrees to solely incur and pay for all expenses incurred in the moving, hauling, storage, and service calls on the Equipment. Owner will promptly pay Auctioneers for any and all such costs incurred by the Auctioneers; provided however, that Owner's liability pursuant to this paragraph 4, without prior acceptance by Owner, will not exceed zero ($0.00 ). 6. The Owner hereby authorizes the Auctioneers to supply such fiiel as the Auctioneers, in Auctioneers' sole discretion, determines necessary for the demonstration and sale of the Equipment. Owner will pay Auctioneers for all related costs within ten (10) days of Owner receiving an invoice from Auctioneers for such costs. 7. The Owner expressly represents and warrants the following, all of which are made a part of this Agreement. The failure of any of the following to be materially true and accurate shall be deemed a material breach of this Agreement by Owner: a. The Equipment is accurately and completely described in the Schedule set out below and/or the attached Schedule; b. The Owner is the sole beneficial owner of the Equipment, has good title to the Equipment that can be transferred to the purchaser of the Equipment immediately upon sale, and the Equipment is not subject to any claims by any person or entity for any registered or unregistered charges, liens, encumbrances or interest of any nature or in any way except as set out in the Schedule below; and c. The Equipment is not subject to the collection or attraction of any taxes, liens, etc., of any Federal, State or any other taxing authority of any kind and type notwithstanding any past, present or future use to which the Equipment may have been, presently is or hereafter may be used. 8. Complete and accurate details of the Equipment are as follows: Special Instructions: RFP #6086-24 City of Spokane / See schedule A Disposal list. March 2026'offsite auction:124 Enterprise St SE Ephrata, WA 98823 Year of Manufacture Item and Serial Number Encumbrance Holder Amount Owing on Encumbrance **See Consigmnent Order** The Owner hereby agrees to pay the Auctioneers an auction commission based on the gross sale price of the Equipment or any part thereof as follows: 20 % for any lot realizing $1000.00 or less and 10 % for any lot realizing more than $1000.01 THIS CONTRACT TO AUCTION SIGNED ON OWNER: (please print) Accepted by AUCTIONEERS: J STOUT AUCTIONS Witness to Owner's signature: 20 Company Name: Address: Printed Authorized Person Name: Signature: Title: Telephone — business: Residence/Cell: Fax: 520 S. 28th St I -A --- J. STOUT Washougal, WA 98671 AUCTIONS (888) 230 8840 www.jstoutauction.com TERMS AND CONDITIONS OF THE AGREEMENT TO AUCTION The Agreement includes both the terms and conditions and warrants and representations stated on the front page of this document and the following terms and conditions. All terms and conditions shall be legally binding and enforceable. The Owner and the Auctioneers agree: a. The Owner hereby authorizes the Auctioneers to carry out title searches regarding the Equipment at Owner's sole expense in order to confirm clean title; b. The Auctioneers may conduct the auction in accordance with its usual procedures. Specifically, Auctioneers may group various parts of the Equipment into sub -lots as it sees fit unless the Owner notifies the Auctioneers in writing forty-eight hours (48) prior to the auction that any parts of the Equipment are to be sold in any particular lot or are not to be grouped in sub -lots. If no notice is given, the Auctioneers may group various parts of the Equipment into sub -lots as it sees fit and Auctioneers shall not be liable for any losses incurred, including but not limited to a lower sales price for the Equipment, or damages claimed resulting from Auctioneers' grouping of the equipment; C. The Auctioneers are only acting as Owner's agent in the sale of the Equipment. In no way are Auctioneers acting as a principal in the sale of the Equipment or creating any partnership or other relationship with the Owner; d. At least five (5) days prior to the auction, the Owner will provide Auctioneers (i) all documents evidencing Owner's title to the Equipment or any part of the Equipment that is capable of being or required to be registered; and (ii) and all properly endorsed documents that are required for a purchaser to register ownership of the Equipment after purchase. The Owner understands and agrees that without such documents the Equipment's sale price shall likely be less than if Owner had provided the documents and could result in the voiding of such sale; Owner understands that pursuant to ORS 822.065, Owner commits a Class A misdemeanor if it fails to provide clean title to the Auctioneer in a timely manner; e. In the event that such documents have not been delivered by Owner to the Auctioneers as required, Owner hereby retains and appoints the Auctioneers as its true and lawful Attorney -In -Fact and authorizes Auctioneers to sign, execute and deliver all such documents required to transfer title to and permit registration of Equipment ownership to and by any purchaser of the Equipment, in Owner's name and on Owner's behalf, f. The Owner shall: i. Be solely responsible for any and all loss or damage to the Equipment until the earliest of. 1. Purchaser's removal of the Equipment from the Auction Site; or 2. Auctioneer's removal of the Equipment from the Auction Sire; or 3. Owner's receipt of all proceeds from the sale of its Equipment; and ii. Insure the Equipment to its frill insurable value against any and all risks of damage so that in the event of damage to or destruction of the Equipment or any part thereof, all insurance proceeds shall be credited to the gross proceeds of the auction and payment shall be made to the Auctioneers for: l . Commission, based on the fair market value ("FMV") of the damaged or destroyed Equipment immediately prior to such damage or destruction, as determined in Auctioneers' sole reasonable discretion and based on the formula stated herein below; and 2. Repayment of all cash advances, if any, made by the Auctioneers to or on behalf of the Owner together with interest on such cash advances at the rate of 1.5% per month; and 3. Reimbursement of all out-of-pocket costs for Equipment refurbishing or repairs done by the Auctioneers prior to the damage or destruction; g. In connection with any registered or unregistered, known or unknown charges, liens, taxes, duties or interest claimed by any person or authority regarding the Equipment, whether or not disclosed on this page or the reverse and is thus made subject to this Agreement and would otherwise be a material breach of Section 6(b) above: i. The Auctioneers may make payments to such claimant in order to obtain clear title to the Equipment; and ii. The Owner will indemnify and hold harmless the Auctioneers and any purchasers of the Equipment or any part of the Equipment against any and all loss, costs or damages resulting from such claims arising and the subsequent defending of such claims. Owner will inunediately reimburse Auctioneers for any and all such expenses paid by Auctioneers as stated in this Section g. h. The Owner will not withdraw the Equipment or any part of the Equipment from the Auction Sale. If Owner is in breach of this provision, Owner shall compensate Auctioneers for all amounts expended for advertising and other fees incurred in preparing to auction the Equipment, with a minimum fee of $500.00. In addition the Owner will pay Auctioneers all amounts to which the Auctioneers would otherwise be entitled pursuant to Section 3 below (and the commission payable for the withdrawn Equipment shall be based upon the FMV as determined in Auctioneers' sole reasonable discretion); i. Owner authorizes the Auctioneers to utilize any part of the Equipment as needed in the set up of the Auction Sale; j. Owner authorizes Auctioneers to use Owner's name, trademark or logo in advertising the Equipment prior to and during the Auction Sale and agrees that the use of such intellectual property shall not violate any intellectual property rights of any third party. Owner agrees that they will indemnify and hold harmless the Consignee from any third party claims or legal actions related to the use of said Owner's intellectual property; k. Owner will indemnify and hold harmless the Auctioneers against any and all lawsuits, actions, costs, fines or damages arising from or related to any false representations made by Owner that is contained in this Agreement or from any breach of Owner's obligations in this Agreement including, but not limited to, any inaccuracy in the description of the Equipment, any false or inaccurate odometer reading disclosure, or any violation of any federal, state or departments of motor vehicles or licensing regulations; 1. If the Equipment is located at Owner's property at the time of pickup after purchase, Owner will indemnify and hold harmless the Auctioneers against any and all lawsuits, actions, costs, fines or damages arising from or related to a purchaser's failure to timely pick up the Equipment, or any injuries sustained by any purchaser or potential bidder related to their entry onto and presence at Owner's property. in. Auctioneers may, if it deems it necessary and in Auctioneer's sole discretion, re -auction any part of the Equipment not sold or not paid for at the Auction Sale. Owner agrees that Auctioneers will not pay Owner any money for any part of the Equipment until purchaser has paid for that part of the Equipment in full; n. In the event that Owner fails to disclose any Equipment defects or damage to the Auctioneers in a timely manner, Auctioneers reserves the right to cancel or void the pending sale of any Equipment with non -disclosed defects and damage and may charge the Owner the full sales commission and any fees as allowed herein as well as any purchasers' fees as if the Equipment had sold; o. Auctioneers will sell the Equipment to the highest bidder. Auctioneers make no guarantee to the Owner regarding the gross proceeds that shall be realized from the sale of the Equipment unless Auctioneers and Owner have agreed on a price restriction or minimum sales price for the Equipment; p. Owner is not allowed to bid on their own items. Any Owner bidding on their own iterns, or having someone else bid up their items is subject to immediate loss of Bidder & Consignor privileges. Any owner in violation of this provision will remain liable for all fees incun-ed by Auctioneers to list, market, and prepare the Equipment for auction; and q. Owner will comply with any and all laws, ordinances and regulations relating to the sale of the Equipment. The Auctioneers will apply all proceeds from the sale of the Equipment at Auction Sale as follows: a. Auctioneers will first determine and deduct its commission from the sale of the Equipment in the amount of 20i. % of the gross sale price of the Equipment if such Equipment of any lot into which the Equipment has been separated generates $ 1000.00 or less in proceeds; 1 Qi. % if the gross sale price of the Equipment subject to the provisions of subparagraph 2.a.(i) of this Agreement generates more than $ 1000.01 in proceeds; and b. Reimbursement to the Auctioneers of all expenses incurred by the Auctioneers in carrying out the provisions of Section 4 of page 1 of the Agreement and Section 2a and 2g(i) above; C. Reimbursement to the Auctioneers of any amounts paid or incurred by the Auctioneers regarding the Equipment pursuant to the provisions of subparagraphs 21.(i) or 2.f.(ii) above; and d. Auctioneers will remit the balance of any proceeds, if any, to Owner by (i) first class mail or (ii) otherwise in accordance with Owner's written instructions, on or before the twenty-first (21 st) day following the date of the Auction Sale in which the Equipment is sold and Auctioneers has received all proceeds, without hold or other restriction on funds. e. With regard to the sale of vehicles, the following additional conditions will apply: i. If Auctioneers do not comply with the terms of this Agreement, Owner may file a complaint in writing with the Department of Transportation in Salem, Oregon; and ii. Auctioneers must pay Owner the said proceeds from any sale of a vehicle with ten (10) days of the completion of sale, with "completion of sale" defined as the day on which Auctioneers have received the proceeds in full from the sale of a vehicle without hold or other restriction on funds. Auctioneers will sell the Equipment with or without reserve, based on the mutual agreement of the parties; Owner hereby irrevocably assigns to the Auctioneers all amounts due pursuant to Sections 3.a., 3.b., and 3.c. Owner will pay Auctioneers any deficiency arising in the event that the gross proceeds collected from the sale of the Equipment at Auction Sale is insufficient to pay or reimburse Auctioneers for amounts due under Sections 3.a., 3.b., and 3.c., within five (5) days of the sale of the Equipment. Force Majeure. If the performance by Consignee of any provision of this Agreement is prevented or delayed by any strikes, lockouts, labor disputes, global pandemic including but not limited to COVID 19 and variants thereof, weather or other acts of God, government actions, civil commotions, fire or other casualty, or other causes beyond the reasonable control of the Consignee, Consignee shall be excused from such performance for the period of time equal to the time of that prevention or delay. Upon removal of such cause, Consignor shall resume its performance as soon as reasonably possible, with Consignor's goods to be sold at the next available auction, if applicable. Notwithstanding the foregoing, nothing herein shall result in a termination of the Agreement. The non -prevailing party will pay the prevailing party's reasonable attorneys' fees and costs incurred in connection with any legal action initiated by either party in order to enforce the Agreement or any of its provisions, or in connection with any alleged dispute, breach, default, interpretation, or misrepresentation of the Agreement or arising at Auction Sale. Any dispute, controversy, claim, breach or alleged breach relating to this Agreement and any related Auction Sale shall be submitted to, and settled by, arbitration in Vancouver, Washington, pursuant to the JAMS commercial Arbitration Rules, upon the request of party. Any award rendered shall be final and conclusive upon the parties and a judgment based on that award may be entered in the highest court of the forum, state, or federal, having jurisdiction. 10. Prior to initiating arbitration, the parties agree to attempt to settle any disputes under this Agreement through good faith negotiation. For the duration of and after the conclusion of the Auction Sale, Owner and its agents agree not to make any untrue or false disparaging or defamatory comments about Auctioneers or its officers, owner or employees to any third party without first bringing the issue to the attention of Auctioneers and allowing Auctioneers to attempt to resolve the issue with Owner through negotiation. This includes defamatory or untrue and disparaging verbal conunents, continents in print or through the Internet, including but not limited to Facebook, Twitter, Snapchat, Google, Linkedh-i, Yelp and Instagrarn. Because violation of this clause by Owner could cause irreparable injury to Auctioneers, this clause may be enforced by an action for injunctive relief in addition to other remedies available to Auctioneers. 11. Venue & Jurisdiction: Any action related to this Agreement that is not finally settled by arbitration shall be brought in the Courts of Clark County, Vancouver, Washington. Washington law will apply to any such action. 12. I hereby represent and warrant that I am the Owner of the Equipment or the Owner's agent for the Equipment that is stated in this Agreement and that I have fall power and authority to enter into this Agreement and to sell the Equipment at Auction Sale. 13. This Agreement's representations and warranties regarding the Equipment are accurately and completely set out in the Agreement, and specifically, the Equipment is not subject to any mortgage, lien, charge or encumbrance of any nature whatsoever, registered or unregistered, except as otherwise stated in this Agreement and Owner agrees to indemnify and hold harmless the Auctioneer from any third party claims resulting from such representation and warranty being untrue or inaccurate. 14. This Agreement shall be given a fair and reasonable constriction in accordance with the intention of the parties and without regard to the identity of its drafter. 15. I execute this Agreement as (the agent of) Owner of the Equipment expressly so that the Auctioneers will agree to sell the Equipment stated in this Agreement on my behalf and for my benefit. 16. This Agreement, including any attaclunents or exhibits, sets forth the final, entire understanding and agreement of the parties and incorporates all of the agreed upon terms, covenants and conditions. This Agreement can only be modified or amended in writing, signed by both parties. This Agreement is binding upon heirs, executors, administrators, successors and assigns except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. 17. (The agent of) The Owner has read and understands the Agreement's terms and conditions and acknowledges that fact by executing this Agreement. Proceeds of sale will be sent by check. Please indicate below, the name, address & any other information regarding where you would like you proceeds check sent to: