HomeMy Public PortalAboutALSCO- UniformsSECTION 00500
CONTRACT AGREEMENT
CITY OF CRESTVIEW, FLORIDA
UNIFORM, APPAREL SERVICES CONTRACT
On May 15 , 2018 THE CITY COUNCIL OF THE CITY OF CRESTVIEW, FLORIDA, herein
referred to as the City, accepted the bid of _ALSCO . herein referred to as the Contractor, to
supply uniform, apparel services for the Department of Public Services.
TERMS AND CONDITIONS OF CONTRACT FOR THE
Uniform, Apparel Services Contract
1. Entire Contract:
This Contract represents the entire and integrated Contract between the City and Contractor and supersedes all prior
negotiations, representations or contracts, either written or oral. The Advertisement to Bids, Bid Form, Insurance
Requirements, Non -collusion Affidavit, Public Entity Crimes Affidavit, Drug -Free Workplace Declaration, and
Notice of Award are included in the contract documents binding the parties. Provisions of this Contract may be
amended only by written instrument approved by the Crestview City Council and signed by the Mayor and
Contractor.
2. Intent of Contract:
This contract will provide weekly uniform, apparel services for the Department of Public Services, City of
Crestview. The successful Bidder will provide all the material, equipment, and labor necessary to provide a weekly
rental service of uniform apparel designed to perform the specific work of each division, that will be laundered for a
4 day work week for approximately 60 employees and provide floor mats for 3 different locations.
3. Term of Contract and Time Extensions:
This contract will continue for 36 consecutive months following the base years of — , 2018
through September 30, 2021. Renewal will be automatic for another like term unless either p gives the
other party written notice at least 60 days before the end of the then current term by certified mail, return
receipt requested.
3.1 Base Years - The base years of this contract, if awarded, will commence upon the receipt of Purchase
Order and continue through September 30, 2021.
3.2 First Option Year - The calendar period commencing on October 1, 2021 thni September 30, 2022.
3.3 Second Option Year - The calendar period commencing on October 1, 2022 thru September 30, 2023.
3.4 Third Option Year - The calendar period commencing on October 1, 2023 thru September 30, 2024.
4. Compensation:
All payments upon contract are contingent upon the Contractor's Services being acceptable to the City. For
satisfactory completion and acceptance of the Services, the City agrees to pay the Contractor in accordance with the
terms of this Contract.
Uniform Apparel Services
00500-1 18-0405
5. Insurance:
Contractor shall, during the performance of the contract, maintain Worker's Compensation Insurance sufficient to
secure benefits of the Florida Workmen's Compensation Law for all employees and any of the work sublet to any
vendor or subcontractor, Comprehensive General Liability Insurance, and Auto Liability Insurance, all with
companies and in the form and amounts acceptable to the City. If any part of the work is sublet, similar insurance
shall be provided by and in behalf of any subcontractors.
Evidence of Insurance: Contractor shall provide the City Certificates of Insurance naming the City as an additional
insured and certificate holder. All binders, policies, or certificates of insurance shall provide for at least ten days'
notice from insurers to the City of any cancellation or amendment to any of the insurance policies.
6. Indemnification:
Contractor shall indemnify, defend, save, and hold the City, its agents, officers and employees, harmless of and from
any losses, fines, penalties, costs, damages, claims, demands, suits, and liabilities of any nature, including reasonable
attomey's fees (including regulatory and appellate fees), arising out of, because of, or due to any accidents arising in
any manner on account of the exercise or attempted exercise of Contractor's rights hereunder whether the same
regards person or property of any nature whatsoever, regardless of the apportionment of negligence, unless due to the
sole negligence of the City.
Contractor shall indemnify, defend, save and hold the City, its agents, officers and employees, harmless of and from
and against any and all liens, claims, damages, demands, suits and liabilities, attomey's fees and costs, including
appellate attomey's fees and costs, of and for mechanics and material men furnishing labor and materials in the
performance of this contract.
7. Licensing:
The Contractor shall obtain all permits and maintain at its expense all professional and business certificates and
licenses required by the City or otherwise by law and as necessary to perform services under this Contract. If
Contractor performs any Work without obtaining, or contrary to, permits and licenses, Contractor shall bear all costs
arising there from.
g. Cancellation:
This contract may be canceled by either party with a sixty day written notice without cause and is contingent upon
the annual appropriation by the City of legally available funds. City's obligation to pay the amount due hereunder in
any fiscal year is contingent upon the appropriation by the City Council of legally available funds for the purposes
set forth in this contract.
9. Performance of Work/Responsibilities:
The Contractor shall commence the service in a reasonable length of time, when the contract has been approved and
signed.
10. Termination for Default:
The Contract will remain in force for the full period specified and until the City's Public Services Director or his
designee determines that all requirements and conditions have been satisfactorily met. However, the Public Services
Director will have the right to terminate this Contract sooner if the Contractor has failed to perform satisfactorily the
work required or comply with the other requirements of the Contract.
In the event the Public Services Director decides to terminate this Contract for the Contractor's failure to perform
satisfactorily or meet its other responsibilities under the Contract, the Public Services Director will give the
Contractor five (5) days' notice, whereupon the Contract will terminate, unless during the notice period the
Uniform Apparel Services
00500-2 18-0405
Contractor cures the failure to perform or meets its other responsibilities under the Contract to the satisfaction of the
Public Services Director.
Upon Contract termination for the Contractor's failure to provide satisfactory contract performance, the Contractor
will be entitled to receive compensation for Contract services satisfactorily performed by the Contractor and
allocable to the Contract and accepted by the Public Services Director or his designee prior to such termination.
However, an amount equal to all additional costs required to be expended by the City to complete the Work covered
by the Contract, including costs of delay in completing the project, shall be subtracted from any amount due to the
Contractor in the event the Public Services Director terminates the Contract.
Except as otherwise directed by the Public Services Director, or in the case of termination for default (in which event
the Contractor may be entitled to cure, at the option of the Public Services Director), the Contractor shall stop work
on the date of receipt of the notice or other date specified in the notice, place no further orders or subcontract for
materials, services, or facilities except as are necessary for the completion of such portion of the work not
terminated, and terminate all contractor and subcontracts and settle all outstanding liabilities and claims.
In the event that any termination for default shall be found to be improper or invalid by any court of competent
jurisdiction, then such termination shall be deemed to have been a termination for convenience.
11. Termination for Convenience:
The performance of work under this Contract may be terminated by the Public Services Director in whole or in part
whenever the Public Services Director, in his discretion, determines that such termination is in the City's best
interest. Any such termination shall be effected by the Public Services Director giving at least five (5) days' notice to
the Contractor, specifying the extent to which performance of the work under this Contract is terminated and the date
upon which such termination becomes effective.
As to termination for convenience, after receipt of the date of termination, the Contractor shall stop all work as
specified in the notice; place no further orders or subcontract for materials, services, or facilities except as are
necessary for the completion of such portion of the Work not terminated; and terminate all contractors and
subcontracts and settle all outstanding liabilities and claims.
12. Disclosure:
Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee
working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee working solely for the
Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Contract.
13. Miscellaneous:
13.1 Governing Law
The parties intend that this Contract and the relationship of the parties shall be governed by the laws of the State of
Florida. Venue for any action arising out of this contract shall be in a state court located in Okaloosa County Florida
of proper jurisdiction and nowhere else.
13.2 Severability
If any section, subsection, term or provision of this Contract or the application thereof to any party or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this
Contract or the application of same to parties or circumstances other than those to which it was held invalid or
unenforceable, shall not be affected thereby and each remaining section, subsection, term or provision of this
Contract shall be valid or enforceable to the fullest extent permitted by law.
Uniform Apparel Services
00500-3 18-0405
13.3
PUBLIC ACCESS
AISCO, as Contractor shall comply with the requirements of Florida's Public Records law. In accordance with
Section 119.0701, Florida Statutes, contractor shall:
a. Keep and maintain public records that would be required by the public agency in order to
perform the service.
b. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided under Florida's Public Law or
as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of this contract if Contractor does not transfer the
records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of Contractor or keep and maintain public records required by the public agency to
perform the service. If Contractor transfers all public records to the public agency upon
completion of the contract, Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If Contractor
keeps and maintains public records upon completion of this contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored electronically must
be provided to the public agency, upon request from the public agency's custodian of public
records, in a format that is compatible with the information technology systems of the public
agency.
e. If Contractor has questions regarding the application of Chapter
119, Florida Statutes, to Contractor's duty to provide public
records relating to this Agreement, Contractor shall contact the
Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerkOcitvofcrestview.orq
f. In the event the public agency must initiate litigation against Contractor in order to enforce
compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the
public agency because Contractor failed to provide access to public records responsive to a
public record request, the Public agency shall be entitled to recover all costs, including but not
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00500-4 18-0405
limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness fees
extended as part of said litigation and any subsequent appeals.
13.4 Sovereign Immunity
The parties further agree, nothing contained herein is intended nor shall be construed to waiver the City of
Crestview's rights and immunities under the Florida constitution, common law or Florida Statutes 768.28, as
amended from time to time.
13.5 Construction
The Parties have participated jointly in the negotiation and drafting of this Contract. In the event an ambiguity or
question of intent or interpretation arises, this Contract shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provision of this contract.
13.6 Attorney's Fees
In any dispute relating to this contract each party shall be responsible for their respective attomey's fees and costs.
13.7 Notices
All notices under the Contract shall be in writing and shall be effective when mailed by certified mail, return receipt
requested, or when delivered personally, as provided hereafter, or to such other addresses as may be designated by
notice:
As to the City: City of Crestview As to the Contractor: ALSCO
Sign:
IN WITNESS WHEREOF, the City hereunto caused these presents to be subscribed and the Contractor has affixed
their name and seal, this /S day of /let, % , 2018.
ATTEST: ' By:
i.e
6J:c( 5)7
Elizabeth Roy, City Cler
APPROVED AS TO LEGAL FORM:
Ben HoIIey
City Attomey
iq 6atiz
David Cadle
Mayor
END OF SECTION
Uniform Apparel Services
00500-5 18-0405
ALSCO.
Location No.
TERMS AND CONDITIONS FOR TEXTILE RENTAL SERVICE AGREEMENT
The parties hereby agree as follows:
1. Scope of Agreement. During the term of this Agreement, Alsco (hereinafter called 'Supplier) shall be the exclusive supplier to Customer of the services and goods listed on the Schedule attached hereto, as such Schedule may be
amended from time to time. All goods supplied hereunder shall be regularly cleaned and maintained by the Supplier. Any goods which require replacement during the term of this Agreement because of normal wear and tear shall be
replaced by Supplier at Suppliers sole cost and expense. ;yjt
2. Term. This Agreement shall remain in full force and effect for a period o£ 60 months; cbinmencing on the date of installation of the goods, and shall be automatically renewed for consecutive 60 month periods thereafter unless
either party shall give to the other party written notice of termination by registered mail at least 90 days prior to the expiration of the term then in effect.
3. Charges. In consideration for the services and goods provided hereunder, Customer agrees to pay the charges set forth on the Schedule attached hereto and other charges which may become applicable. The description of the
charges shown on the Schedule and other charges that maybe applicable is located on the reverse side of this Agreement and any updates to that list at wwwAlsco.com. All charges are based on 52 weeks per year whether or not service
is actually used. The Service Charge will be used to help Alsco pay various fluctuating costs relating to the environment, energy, service and delivery. Revenue from all charges on our invoices is used to offset costs and to provide
general revenue to Alsco.
4. Price Adjustments. On the first anniversary date and annually thereafter, Customer agrees that Supplier may increase prices by the greater of 5% or the percentage change in the Consumer Price Index ("CPI") for the preceding
twelve months. Supplier shall notify Customer of the new prices in the form of an adjusted invoice or statement. In addition to the foregoing, if Supplier increases prices more frequently than annually or by more than 5% of the CPI as
provided above ("Additional Price Increases"), Supplier shall notify Customer of the Additional Price Increase as provided above. Customer shall have the right to reject any Additional Price Increase by giving written notice to
Supplier within ten (10) days of the Additional Price Increase. In such event, Supplier shall have the option of terminating this Agreement and Customer shall be obligated to comply with Section 9.
5. Payment and Credit. All charges shall be payable upon delivery, unless Customer applies for and Supplier provides a credit account. A Customer who has a credit account shall pay all charges for merchandise by the loth day of
the month following the month in which delivery is made (the due date). A FINANCE CHARGE of 1-1/2% per month or 18% per year will be imposed on all outstanding credit account balances 30 days or more past due until paid '-
full. If full payment on a credit account balance is not made within 30 days of the due date, Supplier may elect to revoke credit privileges and continue to supply merchandise under this Agreement on a cash -on -delivery basis only.
6. Representation and Indemnity. Customer acknowledges that goods supplied pursuant to this Agreement are designed only for general purpose use in working with non -hazardous materials, and that the goods are not flame
retardant or treated to resist acids or other caustic or hazardous materials. Customer represents that the goods shall not he used in areas of flammability, risk or where contact with caustic or otherwise hazardous materials or ignition
sources is possible. Customer expressly agrees to indemnify and hold Supplier harmless from any claim, liability or judgment, including court costs and attorney's fees, arising from or relating to the use of any goods supplied
hereunder in violation of the foregoing representation.
7. Title to Goods and Replacing Lost or Damaged Goods. It is understood by the parties that all goods supplied under this Agreement are, and shall remain, the property of Supplier, and shall be returned to Supplier at such time
as an employee of Customer using said goods terminates employment with Customer or at such time as this Agreement might expire or otherwise be terminated. Customer shall be responsible for all goods which are lost, destroyed,
stolen or not returned as required herein, and with respect to such lost, destroyed, stolen or non -returned goods Customer shall promptly pay to Supplier the Replacement Charge (as specified in Schedule A or amended Schedules) of
such goods, including applicable sales and use taxes. Supplier has the right to enter upon Customer's premises to remove or take inventory of its goods at any time during Customer's regular business hours.
8. Liquidated Damages. Customer acknowledges that since Supplier owns the goods covered hereby and that such goods maybe unique to Customer's requirements and that the value of such goods is depreciating with time, the `
damages which Supplier may sustain as a result of Customer's breach or premature termination of this Agreement would be difficult, if not impossible, to determine. The parties therefore agree that in the event of Customer's failure to
timely pay the fees and charges provided for herein, or in the event of any other breach or premature termination of this Agreement by Customer, Customer shall pay to Supplier as liquidated damages, and not as a penalty, a sum equal
to the number of unexpired weeks remaining in the term then in effect multiplied by fifty percent (50%) of the average weekly charge for goods and services during the 10 weeks immediately preceding such failure to pay, breach or
premature termination. The parties further agree that this formula is reasonable.
9. Payment of Goods Upon Termination. Upon termination of this Agreement, with or without cause, Customer agrees to return to Supplier all goods supplied pursuant to this Agreement. Customer agrees to pay Supplier's
Replacement Charge for any goods not returned or goods returned in a condition beyond normal wear and tear. The price to be paid upon such purchase of goods shall be in addition to any liquidated damages Customer maybe required
to pay pursuant to Section 8.
10. Change of Customer's Location. Customer shall give Supplier 30 days written notice prior to any change in the location to which goods and services are provided under this Agreement. So long as Customer's new location is
within Supplier's route delivery area, this Agreement shall remain in full force and effect despite a change in Customer's location. In the event Customer's new location is outside Supplier's route delivery area, this Agreement shall be
deemed terminated and the provisions of Section 9 dealing with purchase of goods shall apply, but the provisions of Section 8 relating to liquidated damages shall not apply.
11. Undertaking and Quality. Supplier agrees to provide goods and services under this Agreement in accordance with accepted standards in the textile leasing/rental industry. In the event Customer believes that there are
deficiencies in the quality of the service and/or goods furnished by Supplier hereunder, Customer shall give written notice to Supplier by certified mail, specifying the precise nature of such deficiencies, and Supplier shall have 60
after its receipt of such written notice to correct such claimed deficiencies. In the event Customer is, in good faith, not satisfied with Supplier's correction of the claimed deficiencies, Customer shall give written notice to Supplier b
certified mail, retum receipt requested, specifying the precise nature of the inadequate correction. Failure to give such notice of inadequate correction shall create a conclusive presumption that Supplier has corrected the deficiencies...
- Supplier fails to correct the deficiencies within 30 days after its receipt of the second notice provided herein, Customer may terminate this Agreement. The provisions of Section 8 relating to liquidated damages shall not apply to a
termination pursuant to this Section, but all other sections shall apply.
12. Other Contracts. Customer certifies that Supplier is in no way infringing upon any existing contract between Customer and another supplier and that Supplier has made no attempt to induce Customer to wrongfully terminate an
existing contract with another supplier of services or goods covered by this Agreement.
13. Binding Effect. This Agreement shall be binding upon the representatives, successors and assigns of the parties. In the event Customer sells or transfers its business or principal assets, Customer shall cause any purchaser of such
business or assets to assume in writing this Agreement and the obligations of Customer hereunder.
14. Severability. If any provision of this Agreement is determined to be invalid, the remaining terms and conditions hereof shall remain in full force and effect.
15. Enforcement of Agreement. In the event Supplier is required to enforce, defend and/or protect its rights under this Agreement, Customer agrees that in addition to all other amounts which it might be required to pay, it will pay
Supplier's costs of enforcing, defending and/or protecting its rights under this Agreement, including reasonable collection fees, attorneys' fees and costs. The parties agree that the only venue for any suit with respect to this Agreement
shall be the county in which Supplier'ps nir's jocated.
CUSTOMER'S ACCEPT :I / 'sej/IY
CUSTOMER NAME: ! BYA
ADDRESS. 75 4'✓-4041h ,e ?-0,i7,-. ` g l it
A CITY, STATE, ZIP: �!���'i`/ems t" 'L 3 ,-) S3(c+
�/ ;
(AUTHORTZED SIGNATURE)
TITLE)/ 9
y
DATE 1V
C
SUPPLIER'S ACCEPTANCE:
(AUTHORIZED REPRESENTATIVE)
TITLES: ° J
n
DATE: ;ids•
GLOSSARY -OF ALSCO CHARGES
Note: Revenue from all charges is used to offset costs and provide general revenue to Alsco.
Types of Service
Flat Rate Service: Some customers have agreed to be billed at the same amount each week.
Unit Price with Minimum Usage Service: Some customers have agreed to use a certain minimum percentage of the inventory designated for their use. When the quantity actually used by the customer for an
item falls below the Agreed Minimum, the customer is charged the unit price multiplied by the minimum agreed -upon quantity. This charge will be shown as "Inventory Minimum Charge" on your invoice.
Special Charges
A/R Account Maintenance (A/R Acet Maint): This charge may be applied to carry credit for non -COD customers.
C.O.D. Re -Charge: Rather than stopping service, this charge is made when COD payments are not made and our invoices must be re -submitted and collected at the time of the following delivery.
Early Retirement: The early retirement charge applies to garments that arc removed from service early in their useful life.
Emblem Charge: This is a one-time charge to place an emnblem or emblems on a new or replacement —garment. - - - - -
cess Trash: This fee is charged for separating and disposing of trash from rental items when an unusual amount of trash has been placed into the laundry bag.
Finance Charge: The finance charge reflects interest charged on past due accounts.
Freight: Freight is charged for delivering direct sale items directly from a manufacturer, by common carrier, or outside of our regular route delivery system.
Garment Inventory Maintenance: This is an optional program that offers a weekly charge in lieu of being billed for abused or damaged items. This is for garments only. This does not include lost garments.
Inventory Maintenance (Inventory Maint): This automatic recurring charge is to replenish lost or damaged textiles to maintain the level of inventory required by the customer. The inventory maintenance
charge is established with the customer, based upon experience, and depending upon the type of textile product provided and its particular application. Inventories of napkins, aprons, shop towels, and bar
towels typically need automatic replenishment.
Inventory Minimum (Inventory Min): If the customer has agreed to use a minimum percentage of the inventory designated for the customer, this is the charge if the usage falls below the agreed upon
minimum. (See "Unit Price with Minimum Usage.")
Invoice Copy: There is no charge for the first invoice. This is for faxing or mailing additional copies of invoices, at the customer's request.
Loss/Abuse/Damage (Loss/Abuse/Dam): This charge is to replace rental items that have been lost, misused or damaged beyond repair by users as identified by our route service representatives or check -in
procedures at our plant. In order to discourage misuse, the charge is the Replacement Charge shown on your contract or the full retail price.
NSF/Bounced Check (NSF Check): The NSF/bounced check charge is for checks that have been returned to us for non -sufficient funds.
Oversize Garment Charge (Oversize Gar Chg): The oversize garment charge reflects the additional cost of providing garments that are outside the normal range of sizes, for example; XXX Large, etc.
eparation Charge (Preparation Chg): This is a charge for preparing a garment for use, identifying it to a person, completing alterations and adding it to account database.
. ress Charge: The press charge is for atypical requests to press garments.
Repair Charge: After quality control, a repair charge may be made for minor repairs on items that have been exposed to conditions outside of normal use or abusive conditions, or by the customer's request
to maintain appearance standards and avoid early replacement.
Replacement Charge (Replace Chg): This is the agreed upon unit price charge which the customer must pay to purchase the inventory designated for the customer's use if the customer discontinues service
before the end of the contract.
Restocking Fee: The restocking fee is charged to retrieve items from the customer and place them back into our storeroom.
Re -Stringing Charge (Re -string Chg): This fee is for replacing and re -threading laundry bag cords that have been cut or made unusable through improper tying by the customer.
Special Delivery: This charge is for specially delivered items, delivered outside the regularly scheduled route delivery stop.
Service Charge
The service charge is used to help pay various fluctuating costs related to the environment, energy, service and delivery of our goods and service.
cinr OF CRESTVIEW •
Director Department of Public Services
• • Brona D. Steele 715 Ferdon Boulevard North
E-Mail: s dttg etre iaview.011:t Crestview, Florida 32536
Telephone No. (850) 682-6132
Fax No. (850) 682-7359
E-Mail: oubikSes+1ce.SecadQravaccoxmall.con
Specialty Garment Purchase Agreement
Garments that are embroidered with personalized company names, or
employee names, at the customer's request; that are part of the rental
program cannot be reissued 'and therefore does not qualify as part of
circulating rental garment inventory. A Purchase Agreement is necessary
for these type of garments, if they are removed from the rental program
for such reasons as separation of employment,.size change, termination
of employee participation, etc. Considering this, customer agrees to
purchase any embroidered garments that are removed from the rental
program.
Purchase Price: $12.00
Customer Signature t >)7 Date
Printed Name g 14644i e0,7
Uniform Representative Date
0-6 Months 100%
7-18 Months 50%
15-35 . Months 25%
After 36 Months 0%
CITY OF CRESTVIEW
Director iDepaur$rnenit of Public Services Telephone No. (850) 682-6132
• • Brona D. Steele 715 Fer Ion Boulevard North Fax No. (850) 682-7359
E-Ma91:frtriefeedtvofcresevfermurq Crestview, Florida 32536 E-Mall:raallikacestzavalLoarri
No price increase for 3 year term.
No invoice minimum.
No automatic renewal.
No charges that are not specified in bid.
All set up fees Prep, name tag, and emblem waived for 30 days from
install date.
Prep, Name, and Emblem charges
Customer Signature e
Print Name
Date -01
Uniform Representative Date
Director
• • Brona D. Steele
E-Mail: shaelettertwaffamsstvievll ora
cr r of CRES VIEW
®epaurtment of Public Services
715 Ferdon Boulevard North
Crestview, Florida 32536
Telephone No. (850) 682-6132
Fax No. (850) 682-7359
E-Maii: oublit ervices cultorra.aceosarnall.conl
Specialty Garment Purchase Agreement
Garments that are embroidered with personalized company names, or
employee names, at the customer's request; that are part of the rental
program cannot be reissued 'and therefore does not qualify as part of
circulating rental garment inventory. A Purchase Agreement is necessary
for these type of garments, if they are removed from the rental program
for such reasons as separation, of employment:size change, termination
of employee participation, etc. Considering this, customer agrees to
purchase any embroidered garments that are removed from the rental
program.
Purchase Price: $12.00
j4
Customer Signature )97 Date 4/71/
Printed Name
Uniform Representative Date
0-6 Months 100%
7-18 Months 50%
19-35 Months 25%
Auer 36 Months 0%
cxrr OF CRESSTVI •
Director iCDepa>p$cer{i� ®f 6Dau➢nQYC Services
Telephone No. (850) 682-6132
. • • Brona D. Steele 715 Ferdon Boulevard North i Fax No. (850) 682-7359
t -Maid:epe+ FF,ard/ Crestview, Florida 32536 E-grail:i�11�fG�rambQ.azs
No price increase for 3*year term.
No invoice minimum.
No automatic renewal.
No charges that are not specified in bid.
All set up fees Prep, name tag, and emblem waived for 30 days from
install date.
Prep, Name, and Emblem charges
Customer Signature �� D
Date 0--1s-/Y
Print Name
Uniform Representative Date
Director
Brona D. Steele
E-Mail; 4c-t Ala :V e";
clam OF CRESTVZIEW
DepariEauepat of Public Services
715 Ferdon Boulevard North
Crestview, Florida 32536
Telephone No. (850) 682-6132
Fax No. (850) 682-7359
rortrcawsraptamMarillamezermarntsItecera
No price increase for 3 yearterm.
No invoice minimum.
No automatic renewal.
No oversize charges.
No charges that are not specified in Bid.
All set up fees Embroidery, Prep, Name tag, and Emblem charges waived
for 30 days from install.
Prep, Name tag, and Embll dar es $
� J
Customer Signature Date f//=/s
Print Name c./m.ric A-Patia'u—
Uniform Representative, Date `
CITY OF CRES A VIEW
Director Department cor Public Services Telephone No. (850) 682•-6132
' - Krona D. Steele _ 715 Ferdon Boulevard North Fax Na. (850) 682-7359
a-ivaid:aftlWaidavo° ,1 Crestview, Florida 37536 E gait:�'��Sr,sTemem=k
Specialty Garment Purchase Agreement
Garments that are embroidered with personalized company names, or
employee names, at the customer's request; that are part of the rental
program cannot be reissued 'and therefore does not qualify as part of
circulating rental garment inventory. A Purchase Agreement is necessary
for these type of garments, if they are removed from the rental program
for such reasons as separation of employment,=size change, termination
of employee participation, etc. Considering this, customer agrees to
purchase any embroidered garments that are removed from the rental
tr
program.
Purchase Prime $12.00 •
'
Customer Signature Date 1///ON
Printed Name Cm-tic/L- A
Uniform Representative
0-6 Montbs 100
MS Months 50%
- _ Months 25%
Mier 36 Months 0%
J }
Date /.'4
1
ONGOING ONLINE AUCTION SERVICES AGREEMENT
This Agreement, made this 15th day of May , 2018 , the EFFECTIVE DATE, is entered into between:
Name: City of Crestview Contact Name: Elizabeth Roy/ Wayne Steele
Address: 198 Wilson Street North, Crestview, FL 32536
Phone: (850 )682 -1560 , FAX : (850 ) 682 - 8077 , Email: cityclerk@cityofcrestview.org
hereinafter called CLIENT, and
Bidilla, Inc. FL AB3574, 336 E. College AVE, Suite 108, Tallahassee, Florida 32301,
Phone: 850-878-3003 Email: info@bidilla.com, hereinafter called the PROVIDER.
CLIENT and PROVIDER agree as follows:
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS TO REQUIRE CLIENT TO EXCLUSIVELY USE THE
SERVICES OF THE PROVIDER. ALL SERVICES ARE TO BE PREFORMED AT THE WILL OF THE CLIENT, ON AN
AS NEEDED BASIS. NO COMMISSIONS OR FEES ARE PAID BY CLIENT, UNLESS AGREED TO IN WRITING.
Term: The TERM of this Agreement for an ongoing online auction shall be for a 3 years period beginning on the
EFFECTIVE DATE. This Agreement may be extended for two additional 1 year terms after the initial term. The ongoing
online auction may be conducted in segments of any number of items or lots throughout the period of this agreement.
Date & Time of Auction: This auction shall commence as of the date of this agreement, and terminate upon termination
of this agreement or any subsequent extensions of this agreement. The auction will be conducted in segments as
CLIENT releases an item or items for sale. Each segment will be held open for bidding online for a length of days and
close at a time determined by PROVIDER. PROVIDER will coordinate the dates for auction previews, auction closing,
and auction item pick-up with CLIENT.
Auction Notice: It is the CLIENT's responsibility to maintain compliance with Florida statutes with regard to giving notice
of the sale of surplus items. CLIENT will place an advertisement to serve as publication of notice, not less than 1 week
nor more than 2 weeks prior to the first segment of the ongoing auction sale in a newspaper having a general circulation
in CLIENT's county, referencing the ongoing online auction contract and the duration of the auction (contract) in
compliance with Florida Statute 274.06.
Items to be Sold at Auction: All items to be sold at auction are at the sole discretion of the CLIENT. These items may
include but are not limited to all types of: Vehicles, Equipment, Materials & Supplies, Intellectual Property, Intangible
Assets, and Real Estate. All Real Estate sold utilizing the online auction platform provided by Bidilla, Inc., will be subject
to a separate Real Estate Auction Listing Contract to include a definite expiration date, description of the property, price
and terms, fee or commission, and a proper signature of the principal(s) for each property sold, in compliance with F.S.
475. In most cases, Bidilla, Inc. will enlist the services of a Real Estate Broker local to the Real Estate being sold, to Co -
broker the property and list it in the local Multiple Listing Service (MLS). All Watercraft over 32 feet in length sold utilizing
the online auction platform provided by PROVIDER, as an advertising and marketing tool, must be managed solely and
exclusively by the CLIENT. Until such time that PROVIDER obtains licensure as a Florida Yacht Broker, PROVIDER will
not provide any Yacht Broker services on behalf of CLIENT. Fees for CLIENT utilizing PROVIDER's online auction
platform as an advertising and marketing tool for the sale of Yachts will be arranged on a case by case basis. Upon
PROVIDER obtaining licensure as a Florida Yacht Broker, this agreement will be amended to reflect such licensure, and
PROVIDER may then fully manage CLIENT's Yacht Sales — subject to a separate Contract for each Yacht sold.
Online Bidding Platform: PROVIDER will manage CLIENT'S online auction on an online bidding platform, either
proprietary to the PROVIDER or on a third party online bidding platform. The cost associated with the creation of and
maintenance of an online bidding platform, or the utilization of a third party online bidding platform is the sole responsibility
of the PROVIDER. It is the PROVIDER's sole decision to utilize a proprietary online bidding platform or to utilize any third
party online bidding platform as it deems appropriate. PROVIDER may, at its sole discretion, change from one online
bidding platform to another, from auction segment to auction segment.
Auction Services: PROVIDER will provide the personnel and necessary resources to cataloging item(s) for sale, digitally
photograph and/or video record items for sale, upload item(s) to the online bidding platform, answer Inquiries about the
item(s) for sale, conduct previews of the item(s) for sale by appointment, invoice the winning bidder(s), collecting the
appropriate sales tax, collect the invoiced auction proceeds, provide full accounting of the auction, facilitate the pickup of
Bidilla, Inc. FL AB3574 Page 1 of 6
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items by the winning bidder(s), remit the collected sales tax to the appropriate tax authority, remit the proceeds of each
auction segment to CLIENT.
Buyer Assistance: PROVIDER will attempt to locate shipping companies in CLIENT's local area to assist buyers with
handling and shipping of surplus inventory purchased, if requested by CLIENT.
Advertising & Marketing: PROVIDER will provide development and placement of marketing and advertising in various
media such as print, video, radio, direct mail campaigns, email campaigns, social media such as: Facebook, Google+,
and twitter, RSS Syndicated Auction Blog, as, in PROVIDER'S sole discretion, is deemed appropriate and cost effective.
Webpage: PROVIDER will provide CLIENT with space on the Bidilla, Inc. website where potential buyers can find links to
view CLIENT's auction catalog, sign up for auction email lists, and find links to online bidding for CLIENT'S auction
segments.
Email List: PROVIDER will utilize its current email lists and/or PROVIDER will purchase additional email lists if, at
PROVIDER'S sole discretion, if PROVIDER deems it necessary and cost effective to do so, to promote CLIENT'S auction
segments.
Buyer's Premium: Buyer's Premium: PROVIDER will charge a reasonable Buyer's Premium (the Buyer pays the
Commission). This Buyer's Premium is charged to the Buyer in addition to the high bid. PROVIDER agrees to remit to
CLIENT, the full high bid amount collected. Therefore NO COMMISSION OR FEES WILL BE CHARGED TO CLIENT,
unless otherwise agreed to in writing. Such cases where additional fees may apply are outlined the "Additional Services"
paragraph below. The Buyer's premium is payment for PROVIDER's services, and will be remitted, in whole to
PROVIDER, when auction accounting for each auction segment is closed, except that if CLIENT performs either of the
duties, Cataloging and Photography and/or Conducting Previews and Buyer Pick-up, for any segment of the ongoing
online auction contemplated by this contract, the portion of the Buyer's Premium associated with that duty /those duties
performed by the CLIENT will be paid to CLIENT. This payment will be made in addition to the auction segment sale
proceeds, through a separate payment. The portion of the Buyer's Premium associated with each duty is as follows:
GENERAL PROPERTY
2.5% for Cataloging and Photography
2.5% for Conducting Previews and Buyer Pick-up
5.0% Total
TITLED VEHICLES & HEAVY EQUIPMENT
1.5% for Cataloging and Photography
1.5% for Conducting Previews and Buyer Pick-up
3.0% Total
If any or all of these duties are provided by CLIENT, CLIENT will receive the associated Buyer's Premium. The remainder
will be remitted to PROVIDER, except as outlined in the "Annual Buyer's Premium Share" paragraph below
Annual Buyer's Premium Share: PROVIDER agrees to share a portion of the Buyer's Premium with CLIENT, based on
CLIENT's annual volume of sales, by check, according to the schedule below. Annual Buyer's Premium Share will be
calculated on the cumulative total of sales prices for all items sold under the terms of this agreement, before sales tax and
buyer's premium, (i.e. the highest bid), for a twelve month period. The first such annual period will commence on the
effective date of this agreement and will terminate in 12 months. For example if the effective date of this agreement is
June 1n, the term of the first 12 month period would be June 1st through May 31st of the following year. Subsequent
twelve month periods would follow accordingly for the duration of this agreement. Aggregation of the cumulative auction
total sales among CLIENTS utilizing cooperative purchase agreements is not permitted unless CLIENTS are governed by
the same board, council, commission, or governing body. All calculations for the Annual Buyer's Premium Share will be
calculated on auction segments that are closed, and paid, within the twelve month period, adjusted for any non-paying
purchasers. After the initial, and each subsequent 12 month period, the cumulative annual total of sales prices is re -set to
zero, to begin the calculation for the following 12 month period. The Annual Buyer's Premium Share is capped at 1.25%.
The Annual Buyer's Premium Share will be calculated once each year, in the month following the close of any twelve
month calculation period. Payment will be made to CLIENT after calculation.
ANNUAL BUYER'S PREMIUM SHARE SCHEDULE
$ 0 to
$ 250,000 to
$ 500,000 to
$ 750,000 to
$1,000,000 to
$1,500,000 to
$2, 000, 000
$2,500,000
$3,000,000
$3,500,000
$4, 000, 000
$4,500,000
$5,000,000
EXAMPLE: CLIENT has a cumulative total of sales prices for sales closed and paid, after adjustments for non-
paying purchasers during their first 12 month calculation period that equals $1,600,000.00. The CLIENT share
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$ 249,999.99 No Share
$ 499,999.99 0.10%
$ 749,999.99 0.15%
$ 999,999.99 0.20%
$1,499,999.99 0.25%
$1,999,999.99 0.375%
to $2,499,999.99
to $2,999,999.99
to $3,499,999.99
to $3,999,999.99
to $4,499,999.99
to $4,999,999.99
Or More
0.50%
0.625%
0.75%
0.875%
1.0%
1.125%
1.25%
would equal 0.375%. A check would be issued by PROVIDER to CLIENT for $6,000.00 ($1,600,000 X 0.375%).
The cumulative total sales would be re -set to zero to begin the next twelve month calculation period.
PUBLIC RECORDS
Bidilla,lnc, as Provider, shall comply with the requirements of Florida's Public Records law. In accordance with
Section 119.0701, Florida Statutes, Consultant shall:
a. Keep and maintain public records required by the public agency in order to perform the service.
b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided under Florida's Public Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and following
completion of this contract if Consultant does not transfer the records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of
Consultant or keep and maintain public records required by the public agency to perform the service. If Consultant
transfers all public records to the public agency upon completion of the contract, Consultant shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.
If Consultant keeps and maintains public records upon completion of this contract, the Consultant shall meet all
applicable requirements for retaining public records. All records stored electronically must be provided to the
public agency, upon request from public agency's custodian of public records, in a format that is compatible with
the information technology systems of the public agency.
e. If Provider has questions regarding the application of Chapter 119, Florida Statutes, to
Providers's duty to provide public records relating to this Agreement, Provider shall
contact the Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
citvclerkAcityofcrestview.orq
f. In the event the public agency must initiate litigation against Provider in order to enforce compliance with Chapter
119, Florida Statutes, or in the event of litigation filed against the public agency because Consultant failed to
provide access to public records responsive to a public record request, the public agency shall be entitled to
recover all costs, including but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert
witness fees extended as part of said litigation and any subsequent appeals.
Buyer's Failure to Perform: In the event that a Buyer fails to remit payment on their invoice, PROVIDER will bar said
Buyer from bidding in future auctions. The item or items invoiced to such a Buyer will then be re -auctioned. Under no
circumstances shall PROVIDER be held liable to remit to CLIENT the high bid amount for a non-paying Bidder.
Sales Tax: PROVIDER will collect appropriate sales tax due as a result of CLIENT's auctions. PROVIDER will remit all
sales tax collected as a result of CLIENT'S auctions, to the appropriate Department of Revenue.
Trust/Escrow Account: PROVIDER will collect the proceeds of the auction, and shall deposit the entire proceeds
received from the auction, into the PROVIDER's trust/escrow account within 2 business days of the sale, or within 2
business days of the receipt of said proceeds, whichever is later.
Payment to Client: Within 30 days of the close of an auction segment, PROVIDER will remit payment to CLIENT by
check or Bank Transfer from PROVIDER's trust/escrow account.
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Payment from Bidders: PROVIDER will accept as payment on behalf of CLIENT — Wire Transfer with a convenience
fee, and Credit Cards. No personal or business checks will be accepted.
Additional Services: Additional Services requested by CLIENT, to be completed by PROVIDER, such as, but not limited
to, moving and organizing items to be sold, cleaning items, removing information from storage devices, live auctions by
public outcry, additional advertising and marketing services requested by CLIENT, but not typically included in paragraph
4 above, or any service not previously outlined in this agreement are subject to additional fees, whether quoted as a flat
fee, hourly rate, additional commission, or a combination of these, or other method of compensation as agreed to by the
parties. Such fee or fees are to be negotiated separately from this agreement.
Security and Storage: CLIENT will secure, and store, items scheduled for auction, until those items are conveyed to the
purchaser thereof.
Fairness to Online Bidders: To maintain a fair and equitable auction environment, CLIENT must refer any and all
bidders to the dynamic auction system on the online bidding platform website where the segment of the CLIENT's Online
Auction is listed, for any and all bids on items or lots of items being currently offered at Auction on said system. No bids
are to be taken outside the dynamic auction system on items or lots of items being currently offered at Auction
on said system. To do so, would corrupt the auction environment, possibly create two or more winning bidders, and
possibly not allow lower bidders who are unaware that they have been outbid, to competitively increase their bid.
Condition of Items: CLIENT agrees to fully disclose the known condition of all items or lots of items being sold at
Auction through PROVIDER. CLIENT further agrees not to conceal known damage from bidders, or willfully fail to
disclose facts that if known would possibly cause bidders to bid lower for an item or lot of items.
Website Link: CLIENT agrees to provide a link from CLIENT's website to the URL provided by the PROVIDER where
CLIENT'S auctions can be viewed on the internet.
Logo: CLIENT agrees to allow PROVIDER to use CLIENT'S LOGO and CLIENT'S website graphics in any advertising
and/or promotional materials PROVIDER develops to promote CLIENT'S auctions.
Document File: CLIENT agrees to receive all auction documentation through email.
Pickup by Purchaser: CLIENT agrees to make items sold at auction available for pickup by the purchaser(s) thereof.
CLIENT further agrees not to allow the pickup of any item purchased until CLIENT receives notice from PROVIDER that
all items invoiced to Purchaser have been paid for, including any Sales Tax or Buyer's Premium due. In cases where
CLIENT conducts all of the previews of Items or lots of Items, and facilitates of the Pick-up of all of the items or lots of
items for any segment of the ongoing online auction under this contract, CLIENT will earn, and be paid by a separate
check or bank transfer, the portion of the Buyer's Premium collected, associated with Conducting Previews and Buyer
Pick-up, for that segment of the ongoing online auction.
Item Previews: CLIENT will make items scheduled for auction, available for inspection by potential bidders. In cases
where CLIENT conducts all of the previews of Items or lots of Items, and facilitates of the Pick-up of all of the items or lots
of items for any segment of the ongoing online auction under this contract, CLIENT will earn, and be paid by a separate
check or bank transfer, the portion of the Buyer's Premium collected, associated with Conducting Previews and Buyer
Pick-up, for that segment of the ongoing online auction.
Cataloging & Photography: CLIENT agrees that whenever possible, CLIENT will write a detailed description of the
item(s) to be sold, noting the condition of and any damage to the item(s) to be sold. CLIENT will digitally photograph the
item(s) including any identifying marks, plates, numbers, along with photographs that depict the condition of the item,
including damage, odometer readings, or hour meter readings. CLIENT further acknowledges that PROVIDER will only be
available to assist in the cataloging & photography of items to be sold, as PROVIDER'S schedule will allow. In cases
where CLIENT provides full detailed descriptions and photographs for any segment of the ongoing online auction under
this contract, CLIENT will earn, and be paid by a separate check or bank transfer, the portion of the Buyer's Premium
collected, associated with Cataloging and Photography, for that segment of the ongoing online auction.
Inappropriate Content: If PROVIDER determines, in its sole discretion, that any content posted on the Ongoing Online
Auction Webpage, or in the dynamic auction system is inappropriate, PROVIDER reserves the right to delete such content
from the dynamic auction system and from the Online Auction Webpage, and/or suspend CLIENT's access to the
dynamic auction system and/or to the Online Auction Webpage, and/or Terminate this Agreement.
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Ownership of Online Auction Webpage: PROVIDER owns and retains all rights to the Online Auction Webpage and all
content and materials contained on the Online Auction Webpage, including but not limited to: text, graphics, logos (except
CLIENT's logo), audio clips, software server information, files, images, photos, works of authorship, links, or other
materials. CLIENT acknowledges and agrees that ownership of the Online Auction Webpage and its contents shall
remain the property of PROVIDER after the termination of this Agreement. CLIENT further agrees not to sell, license,
rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create
derivative works from the content or materials on the Online Auction Webpage without the express authorization of
PROVIDER. The use of the Online Auction Webpage, its content or materials for any purpose not expressly permitted in
this Agreement is prohibited. PROVIDER reserves the right to change the dynamic online bidding platform from one
platform to another platform, if it deems the change necessary.
Termination: This agreement may be terminated by either party with 30 days written notice to the other party.
Termination of this agreement does not relieve CLIENT of any and all obligations to remit to PROVIDER, FEES due to
PROVIDER for services rendered under this agreement. Termination of this agreement does not relieve PROVIDER of
any and all obligations to remit to CLIENT auction proceeds due to CLIENT from auctions conducted on behalf of
CLIENT.
Confidentiality: Each party acknowledges that the parties may disclose between themselves confidential and proprietary
information owned, developed, acquired by or licensed to the disclosing party, including without limitation, information
regarding such party's business, products, services and customers, hereinafter referred to as CONFIDENTIAL
INFORMATION. Each party will take reasonable precautions necessary to safeguard the confidentiality of such
CONFIDENTIAL INFORMATION. Nothing in this provision shall prevent either party from complying with its obligations
under the Florida Open Government or "Sunshine" Law.
Indemnification — Subject to Florida's Sovereign Immunity Law: CLIENT will indemnify, defend and hold PROVIDER
and its officers, directors, employees, shareholders, partners, affiliates, representatives, and agents collectively referred to
as INDEMNIFIED PARTIES, harmless from and against any and all claims, actions, causes of action, lawsuits, damages,
liabilities, obligations, costs and expenses (including court costs and reasonable attorneys' fees), collectively hereinafter
referred to as LOSSES, incurred by, or imposed or asserted against, the INDEMNIFIED PARTIES as a result of the
Indemnifying Party's (1) misrepresentation of an item listed for auction, including but not limited to its condition, fineness,
ownership, functionality, or marketability, (2) creation of a warranty, either express or implied in regards to an item to be
sold at auction, (3) failure to properly removing information from Information Storage Devices, (4) failure to perform or
improper performance of one or more of its material obligations under this Agreement, or (5) a breach of any material
representation, warranty, covenant or condition made by such party under this Agreement. This indemnification is subject
to the Florida Sovereign Immunity Law.
Limitation of Liability: Notwithstanding anything to the contrary contained in this Agreement, neither party hereto shall
have any liability to any other party hereto for any losses resulting from any failure or delay in performance if such failure
or delay is caused in whole or in part by an act of God, civil disturbance, acts of terror, court order, labor dispute, fire,
system failure or other cause beyond its reasonable control including, without limitation, failures, outages, delays or
fluctuations in electrical power, telecommunications service, or Internet service;
CLIENT hereby acknowledges that occasional interruptions of Service may occur from time to time for reasons
beyond the reasonable control of PROVIDER, including, without limitation, problems with telecommunications
lines or Internet service and that such interruptions of service shall in no event be a cause for any liability or
claim against either party hereto, nor shall any such occasion render either party hereto in breach of this
Agreement.
Information Storage Devices: It is the CLIENT's responsibility to remove the contents from information storage devices,
including but not limited to hard drives, disks, other electronic storage devices, file cabinets, desks, or any other device
used to store information. CLIENT shall hold PROVIDER harmless and indemnify PROVIDER as outlined in the
"Indemnification" paragraph herein, in such cases where information is not properly removed. This paragraph does not
apply to cases where CLIENT and PROVIDER enter into a separate agreement whereby PROVIDER is contracted to
remove such contents.
Relationship of the Parties: The parties are and shall be, with respect to the subject matter of this Agreement,
independent contractors of one another and nothing in this Agreement shall be deemed to create an agency, partnership,
employment or joint venture relationship between the parties.
Entire Agreement: This Agreement sets forth the entire understanding of the parties hereto and supersedes all prior oral
and written agreements between the parties relative to the subject matter hereof and merges all prior and
Biala, Inc. FL AB3574 Page 5 of 6
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contemporaneous discussions between them, and sets forth the specific information and obligations of the parties and the
fees and costs for the Ongoing Online Auction Services.
Waivers: The terms, covenants, representations and warranties set forth in this Agreement or any may be waived only
by a written instrument executed by the party waiving compliance.
Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
Such consent shall not be unreasonably withheld.
Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Severability: In the event that any one or more of the provisions contained in this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other
provision of this Agreement.
Counterparts: This Agreement may be executed in counterpart, and each counterpart shall constitute an original
instrument, and all such separate counterparts together shall constitute one and the same agreement.
Governing Law: This Agreement shall be governed by the laws of the State of Florida. The parties agree to submit to the
jurisdiction of the state and federal courts in Okaloosa County, Florida for the resolution of all disputes arising out
of this Agreement.
Survival of Provision: The obligations set forth in this agreement, with regards to Term, Fees, Confidentiality, and
Indemnification shall survive the expiration or termination of this Agreement. Termination or expiration of this Agreement
shall not limit or impair the liability of either party to the other for or in respect to any breach of this Agreement prior to its
termination or expiration, or any other liability arising out of or relating to the parties' obligations under this Agreement.
IN WITNESS WHEREOF, CLIENT and PROVIDER have executed this Agreement set forth below as of the date first
written above by their respective officers thereunto duly authorized.
CLIENTF) PROVIDER:
By:
Title:
i'V--Siff
(60,,,
Date: J /q—! k
Bidilla, Inc. F B 74
By:
l
Title: /46-C1-;fhte- r"
rL Ab �u, i
Date: 5-/1 i I io
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