Automotive Recovery Services, Inc d/b/a Insurance Auto Auctions/Police/Charity Auction Service Agreement DocuSign Envelope ID:OD4E3FF8-8739-4B23-97FA-B866CC353FF4
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CHARITY AUCTION SERVICE AGREEMENT
This Charity Auction Service Agreement ("Agreement") upon latter date of execution of
this Agreement (the "Effective Date") by and between AUTOMOTIVE RECOVERY
SERVICES, INC. d/b/a Insurance Auto Auctions (hereafter referred to as "ARS"), an Indiana
corporation with offices located at Two Westbrook Corporate Center, Suite 500, Westchester, IL
60154, and the City of Carmel, by and through its Board of Public Works and Safety (hereafter
referred to as "CITY"), a municipal corporation located in the State of Indiana, with FEIN 35-
6000972, located at One Civic Square Carmel, IN 46032.
WHEREAS, CITY is a municipal corporation organized under the laws of the State of
Indiana,
WHEREAS, as a political subdivision of the State of Indiana, a charitable donation made
to the CITY that is made exclusively for public purposes is a deductible charitable contribution
under § 170(c)of the Internal Revenue Code,
WHEREAS,the CITY engages in a vehicle donation program(the"Program").
WHEREAS, ARS is in the business of coordinating auto recovery services capable of
serving the needs of CITY in connection with the Program; and
WHEREAS, CITY and ARS both desire and intend to create and enter into an agency
relationship pursuant to this Agreement whereby ARS serves as an agent to CITY to assist in the
operation of the Program.
NOW, THEREFORE, in consideration of the mutual covenants and premises set forth
herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged,the Parties agree as follows:
A. Vehicle Donation Program.
1. ARS's Services. ARS shall perform the following services for CITY in any of
the fifty states of the United States and in the District of Columbia:
(a) Sale of Vehicles. ARS shall perform all of the services necessary to
complete the sale of the donated vehicles, including transportation, vehicle
enhancements, and sale of the vehicle.
(b) Administrative Support Services. ARS shall assist with and prepare on
CITY's behalf all documentation required to acquire and dispose of each donated
vehicle, including title processing, odometer statements, and IRS Forms.
(c) Donor Acknowledgment Letters. Within 30 days after the sale of a
donated vehicle, ARS shall issue an acknowledgment letter to the donor in
accordance with federal IRS guidelines for vehicle donation acknowledgments.
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2. CITY's Obligations.
(a) Power of Attorney. CITY shall provide to ARS a Power of Attorney,
attached as Exhibit A, authorizing ARS and its designees to permit the transfer of
ownership of each vehicle and to sign, on the CITY'S behalf, bills of sale, motor
vehicle titles, federal odometer statements, receipts, federal and state documents,
and other documentation necessary to transfer ownership of the Vehicle
("Transfer Instruments").
(b) Non-Solicitation Statement. In no manner shall ARS act as a fundraiser,
solicitor, and/or fundraising counsel on behalf of CITY. CITY shall be solely
responsible for solicitation activities with respect to its vehicle donation program.
ARS's services shall not include any direct or indirect solicitation of vehicle
donations from the public, or any advice, counsel, or other advisory services in
connection with CITY's solicitation efforts. ARS's services are solely those of
seller of vehicle donations generated in response to CITY's solicitation efforts.
B. Fees and Expenses. As payment for the services to be performed under this Agreement,
CITY agrees to pay ARS the fees and expenses as outlined in Exhibit B.
C. Term and Termination.
1. Term. This Agreement will remain in effect for one (1) year from the Effective Date
(the "Initial Term") and will automatically renew for (1) year periods thereafter (each a
"Renewal Term"and together with the Initial Term, the "Term").
2. Termination without cause. EXCEPT AS OTHERWISE SPECIFIED IN THIS
AGREEMENT, THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY UPON
THIRTY(30)DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY.
3. Termination for cause. CITY MAY TERMINATE THIS AGREEMENT FOR CAUSE
AT ANY TIME UPON WRITTEN NOTICE TO ARS. For purposes of this section, "cause"
shall be defined as ARS or its agents, employees, or representatives materially breaching any of
its obligations pursuant to this Agreement.
4. Obligations upon Termination. ARS shall remit all unpaid amounts to CITY upon
termination of this Agreement. Subsequent to CITY's effective notice of termination pursuant to
this section, (a) any funds collected by ARS shall be deemed to be held in trust for the benefit of
CITY without deduction for costs or expenses of any nature, and (b) CITY shall be liable for
services provided by ARS to CITY during the 90 days following such notice.
D. Compliance with Laws. Each party to this Agreement shall be responsible for knowing
about and complying with, at its own expense, that portion of any applicable federal, state, or
municipal charitable solicitation and vehicle donation statute, law, regulation, and/or ordinance
that applies to the party. Each party to this Agreement agrees that it shall take all steps
necessary, including, but not limited to, registering with the appropriate governmental authority,
to comply with all applicable federal, state, or municipal charitable solicitation and vehicle
donation statutes, laws, regulations, and ordinances. CITY understands and agrees that if CITY
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does not timely sign and return to ARS any documents necessary to permit the transfer of any
vehicle, ARS may suspend its services until such documents have been properly signed and filed.
The parties agree that in the event this Agreement must be modified to satisfy the contractual
requirements of any applicable federal, state, or municipal charitable solicitation statute, law,
regulation, or ordinance, the parties shall negotiate an amendment to this Agreement which shall
satisfy said statute, law, regulation, or ordinance and shall contain terms as similar as possible to
the terms of this Agreement.
E. Confidentiality. CITY and ARS, their agents, affiliates, subsidiaries, or parents, shall
not, without the prior express written consent of the others, disclose in any way any systems,
procedures, techniques, lists, or other proprietary or potentially proprietary information of the
other party, whether relating to this Agreement or otherwise. All information not otherwise in
the public domain, received by the parties in connection with this Agreement shall remain
confidential and shall not be shared with any third party, nor will the parties use such
information for any purpose not contemplated by this Agreement without the prior express
written consent of the other party, provided, however, that the parties shall be permitted to
disclose such information, including copies of this Agreement, to any governmental agency as
required by applicable law or regulation, or to their respective financial advisers, accountants,
and legal counsel to the extent necessary for the performance of their respective duties, so long
as such advisers, accountants, and counsel agree to be bound by the provisions of this Section C.
The foregoing does not apply with respect to any information that: (i) is already known to the
party prior to receiving the information; (ii) is or becomes known to the public generally through
no fault or action of the party receiving the information; (iii) is approved for release, in writing,
by the other party; (iv) is disclosed pursuant to a request from a governmental agency or court
order; or(v) is subject to the Indiana Access to Public Records Act, Indiana Code § 5-14-3.
F. Deleted by Agreement of the Parties.
G. Indemnity and Insurance.
1 Indemnity. ARS shall be responsible to CITY for, and indemnify and hold it
harmless from and against, any theft, conversion, loss, damage, claim, expense (including
reasonable attorney's fees), suit or demand arising out of, based upon or resulting from the use,
operation or possession of any vehicle or any part thereof by ARS, after ARS takes possession of
the vehicle (and until sold and delivered to a purchaser at auction or repossessed by CITY),
unless such theft, conversion, loss, damage, claim, expense (including reasonable attorney's
fees), suit or demand occurs, in whole or in part, as a direct or indirect result of(a) fire, storm,
flood, war, civil disturbance, riot, act of God, lightning, earthquake, or other similar casualty,
which is not within the control of ARS; or (b) any act or omission of CITY or its officers,
employees, or agents.
2. Insurance. ARS, at its sole cost and expense, shall procure and maintain the
following liability insurance coverage: (a) Statutory Worker's Compensation Insurance, (b)
Employer's Liability Insurance for not less than $500,000, (c) General Public Liability and
Property Damage Liability insurance with limits of not less than $1,000,000, (d) Comprehensive
Automobile Liability with limits of not less than $1,000,000 single limit per occurrence of loss
or damage, (e) Garagekeepers Legal Liability insurance with limits of not less than $1,000,000
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and (f) Errors and Omissions Liability insurance with limits of not less than $100,000. Such
insurance policies shall name CITY as an additional insured. ARS shall provide to CITY, upon
request, certificates of insurance evidencing the aforesaid coverage, which certificates shall
provide that the policies under which insurance is affected may not be canceled or materially
altered without thirty(30) days' prior written notice to CITY.
H. Miscellaneous Provisions.
1. This Agreement shall be binding upon CITY and ARS and their respective
successors and assigns; provided that neither Party may assign this Agreement without the other
Party's prior written consent.
2. Except as otherwise provided herein, this Agreement may be amended,
supplemented, or otherwise modified only by a writing executed and delivered by CITY and
ARS. The terms and provisions of this Agreement may be waived only in writing executed by
the Party from whom such waiver is sought.
3. All notices, requests, demands, and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed
postage prepaid by certified mail, return receipt requested, as to each of the parties hereto,
effective five calendar days following the date of mailing (or such shorter period as may be
required by applicable law)at the respective address and facsimile numbers set forth below:
To CITY: To ARS:
ARS
Carmel Police Department 2 Westbrook Corporate Center, Suite 500
3 Civic Square Westchester, IL 60154
Carmel, IN 46032 Attention: General Counsel
Facsimile Number: 855.295.7672
Attention: Joe Bickel
Copy to: ARS
Copy to: Attention: Donation Division Sales
Douglas C. Haney Two Westbrook Corporate Center, Suite 500
Corporation Counsel Westchester,IL 60154
One Civic Square
Carmel, IN 46032
Or to such other address as the party addressed shall have previously designed by written notice
to the serving party, given in accordance with this Section. A notice not given as provided above
shall, if it is in writing, be deemed given if and when actually received by the party to whom
given.
4. Wherever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
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5. This Agreement may be executed in any number of counterparts and by the
Parties hereto on separate counterparts and each counterpart, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one and the same
instrument.
6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, AND THE RIGHTS, OBLIGATIONS, AND LIABILITIES OF EACH
PARTY HERETO SHALL BE DETERMINED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF INDIANA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT
OF LAWS PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE
SUBSTANTIVE LAWS OF ANY OTHER STATE.
7. This Agreement contains the entire agreement between the Parties relating to the
subject matter hereof and supersedes any and all prior understandings, agreements,
representations, and warranties by and between the parties, written or oral, which may be related
to the subject matter hereof in any way.
8. The parties do not intend to create, and nothing in this Agreement shall be
interpreted to create, a joint venture or partnership.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have executed this Agreement as of the date first set forth above.
"CITY" "ARS"
By and through the Carmel Board of Public AUTOMOTIVE RECOVERY SERVICES,
Works and Safet c `� INC. Dow/Signed by:
By: J&f �7'e 1 B rittSat Kt it Wa�,�.
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James C. Brainard, Mayor
Date: Name: Jason Reinwald
Title: VP, Remarketing Operations
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Date: 11/15/2017
MaryAnn B e oa d N -mbcr
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Date:
By: 1111 ..4,,
Lori Wa .on, :�and Member
Date:
A T:
Christine Paule , Clerk-T�
Date:
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DocuSign Envelope ID:OD4E3FF8-8739-4B23-97FA-B866CC353FF4
EXHIBIT A
POWER OF ATTORNEY
The City of Carmel ("City"), hereby does duly appoint Automotive Recovery Services,
Inc. dba Insurance Auto Auctions, Inc. and its subsidiaries and affiliated entities listed on
Schedule 1 attached hereto (collectively, "IAA"), through its authorized employees and agents,
to act as our ATTORNEY-IN-FACT to sign all papers and documents that may be necessary
pertaining to the sale and subsequent title transfer of the vehicles consigned by City to
Automotive Recovery Services, Inc. d/b/a Insurance Auto Auctions and its designees, for its
auction of the vehicles, including without limitation, any title, title transfer document, bill of
sale, receipts, reassignment of odometer disclosure statements as required by federal law.
In consideration of IAA's agreement to execute such documents on City's behalf from
time to time, City shall indemnify, defend, and hold harmless IAA, its affiliates, subsidiaries,
officers, directors, employees, successors, and assigns from and against any and all loss,
damages, liability, claims, cause of action, and expenses of whatever kind and nature, arising
from the execution by IAA or its employees or agents of any certificate of title, odometer
statement, bill of sale, or other document necessary to transfer ownership of consigned vehicles.
Notwithstanding the foregoing, nothing contained herein shall be construed to require City to
indemnify IAA, its affiliates, subsidiaries, officers, directors, employees, successors, and assigns
from any loss resulting from any negligence or willful misconduct of IAA or its employees or
agents.
This Power of Attorney shall be effective as of the date of signing hereof on behalf of
City and expires upon expiration or termination of the Charity Auction Service Agreement, or
unless earlier terminated by City in its sole discretion.
This Power of Attorney supersedes any previous authorization to act as agent and
attorney-in-fact for City.
City of Carmel
By:
Printed:
Title:
Subscribed and sworn to before me this day of , 20
,Notary Public
Commission Expires: County of Residence:
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SCHEDULE 1 TO EXHIBIT A-POWER OF ATTORNEY
Affiliated Entities:
Insurance Auto Auctions, Corp.
Insurance Auto Auctions Acquisition Corp.
Auto Disposal Systems, Inc.
Auto Disposal of Nashville, Inc.
Auto Disposal of Chattanooga, Inc.
Auto Disposal of Bowling Green, Inc.
Auto Disposal of Paducah, Inc.
Auto Disposal of Memphis, Inc.
Salvage Disposal Company of Georgia, Inc.
Insurance Auto Auctions of Georgia LLC
Insurance Auto Auctions of Tennessee, LLC
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EXHIBIT B
FEES&EXPENSES •
In consideration for the services provided by ARS or its contract servicing auction under the
terms of this Agreement, CITY agrees to pay the following fees and expenses:
1. Auction Fees
2. Towing Fees
3. Any actual reconditioning costs, documentation fees, taxes, or other
miscellaneous direct costs to process for sale a non-cash contribution.
4. Appraisal fees, when required
Thereafter, the remaining proceeds (Net Proceeds) shall be divided: CITY receives 85% of Net
Proceeds; ARS receives 15% of Net Proceeds. CITY's vehicle statement (and check, if
applicable for CITY's share of Net Proceeds) will be posted in the US mail within Fifteen days
(15) of sale. CITY's share of the Net Proceeds is to be deposited into the Carmel Police
Department Gift Account Fund (#852)
Minimum Payment. Notwithstanding anything to the contrary in this Agreement, during the
Term, ARS shall pay CITY not less than $0 per passenger vehicle sold by ARS. This minimum
return shall not apply to Specialty Vehicles, which is defined as medium duty or larger trucks,
RVs, boats, farm equipment, industrial equipment or any other vehicle that is likely to incur
increased transportation or handling costs. When applicable, a deficit incurred on a Specialty
Vehicle will be held by ARS and deducted from the gross proceeds of future vehicle sales.
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