HomeMy WebLinkAboutEnterprise Fleet Management - Consignment Auction Agreement DocuSign Envelope ID:14FD41F2-FC2A-4572-A34A-620088711130
v;nterprise
FLEET MANAGEMENT
CONSIGNMENT AUCTION AGREEMENT
THIS AGREEMENT is entered into by and between Enterprise Fleet Management, Inc.a Missouri Corporation(hereinafter referred to as
"Enterprise")and Mason County (hereinafter referred to as"CUSTOMER")on this 30th day of January
2020 (hereinafter referred to as the"Execution Date").
RECITALS
A. Enterprise is in the business of selling previous leased and rental vehicles at wholelsale auctions;and
B. The CUSTOMER is in the business of Government-County
C. The CUSTOMER and Enterprise wish to enter into an agreement whereby Enterprise will sell at wholesale auction, CUSTOMER's vehicles
set forth on Exhibit A,attached hereto and incorporated herein, as supplemented from time to time(collectively, the"Vehicles").
NOW,THEREFORE,for and in consideration of the mutual promises and covenants hereinafter set forth,the parties agree as follows:
TERMS AND CONDITIONS
1. Right to Sell: Enterprise shall have the non-exclusive right to sell any Vehicles consigned to Enterprise by a CUSTOMER within the
Geographic Territory.
2. Power of Attorney: CUSTOMER appoints Enterprise as its true and lawful attorney-in-fact to sign Vehicle titles on behalf of CUSTOMER
for transfer of same and hereby grant it power in any and all matters pertaining to the transfer of Vehicle titles and any papers necessary
thereto on behalf of CUSTOMER. The rights, powers and authorities of said attorney-in-fact granted in this instrument shall commence and
be in full force and effect on the Execution Date,and such rights, powers and authority shall remain in full force and effect thereafter until
terminated as set forth herein.
3. Assignments: Vehicle assignments may be issued to Enterprise by phone,fax,or electronically.
4. Service Fee: For each Vehicle sold,the CUSTOMER shall pay Enterprise a fee of$400 ("Service Fee")plus towing at prevailing rates.
5. Sales Process: Enterprise shall use reasonable efforts sell each Vehicle. CUSTOMER may,at its discretion, place a Minimum Bid or Bid to
be Approved(BTBA)on any Vehicle by providing prior written notification to Enterprise.
6. Time for Payment:
(a) No later than ten (10)business days after the collection of funds for the sale of a Vehicle, Enterprise will remit to the CUSTOMER an
amount equal to the Vehicle sale price minus any seller fees,auction fees, Service Fees,towing costs,title service fees,enhancement fees and
any expenses incurred by Enterprise while selling Vehicle, regardless of whether the purchaser pays for the Vehicle.
(b) Enterprise's obligations pursuant to Section 6(a)shall not apply to Vehicle sales involving mistakes or inadvertences in the sales
process where Enterprise reasonably believes that fairness to the buyer or seller justifies the cancellation or reversal of the sale. If Enterprise
has already remitted payment to CUSTOMER pursuant to Section 6(a)prior to the sale being reversed or cancelled,CUSTOMER agrees
to reimburse Enterprise said payment in full. Enterprise will then re-list the Vehicle and pay CUSTOMER in accordance with this Section
6.Examples of mistakes or inadvertences include, but are not limited,to Vehicles sold using inaccurate or incomplete vehicle or title
descriptions and bids entered erroneously.
7. Indemnification and Hold Harmless: Enterprise and CUSTOMER agree to indemnify,defend and hold each other and its parent, employees
and agents harmless to the extent any loss,damage,or liability arises from the negligence or willful misconduct of the other, its agents or
employees,and for its breach of any term of this Agreement. The parties'obligations under this section shall survive termination of this
Agreement.
DocuSign Envelope ID:14FD41F2-FC2A-4572-A34A-620088711130
8. Liens,Judgments.Titles and Defects:CUSTOMER shall defend, indemnify and hold Enterprise its parent, employees and agents harmless from
and against any and all claims, expenses(including reasonable attorney's fees), suits and demands arising out of, based upon, or resulting from
any judgments, liens or citations that were placed on the Vehicle,defects in the Vehicle's title,or mechanical or design defects in the Vehicle.
9. Odometer: Enterprise assumes no responsibility for the correctness of the odometer reading on any Vehicle and the CUSTOMER shall defend,
indemnify and hold Enterprise its parent, employees and agents harmless from and against any and all claims,expenses(including reasonable
attorney's fees),suits and demands arising out of, based upon or resulting from inaccuracy of the odometer reading on any Vehicle or any
odometer statement prepared in connection with the sale of any Vehicle, unless such inaccuracy is caused by an employee, Enterprise, or officer of
Enterprise.
10. Bankruptcy: Subject to applicable law, in the event of the filing by CUSTOMER of a petition in bankruptcy or an involuntary assignment of its
assets for the benefit of creditors, Enterprise may accumulate sales proceeds from the sale of all Vehicles and deduct seller fees, auction fees,
Service Fees,towing costs,title service fees,enhancement fees and any expenses incurred by Enterprise while selling Vehicle from said funds.
Enterprise will thereafter remit to CUSTOMER the net proceeds of said accumulated sales proceeds, if any.
11. Compliance with Laws: Enterprise shall comply with all federal,state, and local laws, regulations,ordinances, and statutes,including those of
any state motor vehicle departments,department of insurance,and the Federal Odometer Act.
12. Insurance: CUSTOMER shall obtain and maintain in force at all times during the term of this Agreement and keep in place until each Vehicle
is sold and title is transferred on each Vehicle,automobile third party liability of$1,000.000 per occurrence and physical damage coverage on all
Vehicles. This insurance shall be written as a primary policy and not contributing with any insurance coverage or self-insurance applicable to
Enterprise.
13. Term:This agreement is effective on the Execution Date and shall continue until such time as either party shall notify the other party with thirty
(30)days prior written notice to terminate the Agreement with or without cause.
14. Modification:No modification,amendment or waiver of this Agreement or any of its provisions shall be binding unless in writing and duly
signed by the parties hereto.
15. Entire Agreement:This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements,promises,
representations,understandings, and negotiations,whether written or oral,with respect to the subject matter hereto.
16. Liability Limit: In the event Enterprise is responsible for any damage to a Vehicle, Enterprise's liability for damage to a Vehicle in its possession
shall be limited to the lesser of: (1)the actual cost to repair the damage to such vehicle suffered while in Enterprise's possession;or(2)the
negative impact to the salvage value of such vehicle. Enterprise shall not be liable for any other damages to a Vehicle of any kind, including but not
limited to special, incidental,consequential or other damages.
17. Attorney's Fees: In the event that a party hereto institutes any action or proceeding to enforce the provisions of this Agreement,the prevailing
party shall be entitled to receive from the losing party reasonable attorney's fees and costs for legal services rendered to the prevailing party.
18. Authorization: Each party represents and warrants to the other party that the person signing this Agreement on behalf of such party is duly
authorized to bind such party.
"ENTERPRISE" "CUSTOMER" 1l-
Signature: ' -kAlVe Signature: SU OWt. 1-'I'A c
Fiona Watson Sharon Trask
Printed Name: Printed Name:
Finance Director commissioner
Title: Title:
Date Signed: January 30, 2020 Date Signed: January 30, 2020