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HomeMy WebLinkAbout04816 - KEITH MCCORMICKS PALM SPRINGS EXOTIC CAR AUCTION LICENSE DOWNTOWN PARKING STRUCTURE Keith McCormicks PS Exotic Cal Auction License Agreement AGREEMENT #4816 M07429, 1-7-04 LICENSE AGREEMENT FOR USE OF THE PARKING STRUCTURE THIS LICENSE AGREEMENT is made and entered into, to be effective the 5th day of December, 2003, by and between the CITY OF PALM SPRINGS, a charter city ("City"), and KEITH MCCORMICK'S PALM SPRINGS EXOTIC CAR AUCTIONS ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties." RECITALS WHEREAS, City is the fee owner of a parking structure which is located on Indian Canyon Road in the City of Palm Springs, California("Parking Structure"); and WHEREAS, Licensee has been conducting car auction events in the City of Palm Springs for more than seventeen years; and WHEREAS, Licensee typically conducts its bi-annual car auctions at the Palm Springs Convention Center; and WHEREAS, the Convention Center is currently being remodeled such that Licensee may not conduct its Fall 2003 car auctions at the Convention Center; and WHEREAS, Licensee desires to conduct its Winter 2004 car auctions in the Parking Structure; and WHEREAS, pursuant to various agreements, certain businesses which are located near the Parking Structure have reserved parking spaces in the Parking Structure; and WHEREAS, all of the owners of reserved parking spaces ("Releasing Parties") have executed a Release and Waiver Agreement authorizing Licensee to have complete use of the Parking Structure during the Tenn of this License, which use includes the use of their reserved parking spaces; and WHEREAS, a true and correct copy of said Release and Waiver Agreement is attached hereto and incorporated herein as Exhibit"A." NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows: OC�IG!i`!F,L Pit) T /y4\l�j N`1t d�4.liCC�aar;N i 1003/028/24983 vl 1.0 SURVICUS OF CONTRACTOR 1.1 Grant of Access. City hereby grants to Licensee a license and permission to enter upon and use the Parking Structure for the limited purposes of preparing for, conducting and cleaning up from a collector car auction ("Auction") in the Parking Structure. A site plan for the Parking Structure is attached hereto and incorporated herein by as Exhibit "B". The License granted herein shall be valid for the Term set forth below only. 1.2 Scope of Use. Pursuant to this License and for the term provided herein, Licensee may use the Parking Structure to conduct the 36' Collector Car Show and Auction. 1.3 Regulations. Licensee shall ensure that the Auction and all other uses of the Parking Structure by Licensee and its agents, officers, employees and invitees (collectively "Licensee's Parties") during the Tenn comply with all federal, state and local laws and ordinances, including the City's noise ordinance. 1.4 Licenses, Permits, Fees and Assessments. (a) Licensee shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the Auction and the performance of any other services required by this License. Licensee shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. (b) Licensee is solely responsible for applying for and paying all fees related to the closure of any and all roads necessary for the Auction. It is anticipated that Baristo Road will need to be closed between Indian Canyon and Palm Canyon during the hours of 5:30 a.m. and 11:30 p.m. on February 27' -March 1", 2004. (c) Licensee will obtain a plan, which shall be approved by the City, to keep people and vehicles out of the Parking Structure during the Term. 1003/028/24983 vl &A7 Licensee shall be solely responsible for the implementation and execution of said plan. 2.0 COMPENSATION 2.1 License Fee. In exchange for the exclusive use of the Parking Structure, Licensee shall pay the City FIVE THOUSAND DOLLARS ($5,000) on or before December 5, 2003. 2.2 Admission Fees. Licensee may charge the general public TEN DOLLARS ($10.00) per person per day for admission to the Auction. 3.0 PERFORMANCE SCHEDULE Unless earlier terminated in accordance with Section 7.4 of this License, this License shall entitle Licensee to exclusive use of the Parking Structure from 8:00 a.m. on February 26, 2004 through 11:30 p.m. on March 1, 2004. At the conclusion of this period of use, Licensee's clean up and tear down of all items brought to the Parking Structure by any person in connection with the Auction must be complete. 4.0 COORDINATION OF WORK 4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Keith McCormick. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible during the term of this License for directing all activities of Licensee and devoting sufficient time to personally supervise the Auction. For purposes of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the express written approval of City. &AS 1003/028/24983 vl 4.2 License Officer. The License Officer shall be such person as may be designated by the City Manager of City. It shall be the Licensee's responsibility to assure that the License Officer is kept informed of matters relating to the Auction and the Licensee shall refer any decisions which must be made by City to the License Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the License Officer. The License Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this License. 4.3 License Not Assignable. This License shall become effective immediately and is personal to the Licensee and is not assignable. Any attempt by Licensee to assign this License shall terminate this License immediately. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Licensee shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venturer or a member of any joint enterprise with Licensee. 5.0 INSURANCE AND INDEMNIFICATION 5.1 Insurance. Prior to its ability to access the Parking Structure, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained: (a) Workers' Compensation Insurance. Not applicable. See addendum. (b) Commercial General Liability. Commercial General Liability Insurance written on a per-occurrence and not a claims-made basis in an amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit. 1003/028/24983 vl � (c) Automobile Liability Insurance. Not applicable. Reference contract with sellers attached. (d) Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance and fidelity insurance, as may be required by the nature of operations. (e) General Provisions. All of the foregoing policies of insurance shall name the City as an additional insured and shall be primary insurance and any insurance maintained by City shall be excess and non-contributing. Each insurer of Licensee shall waive all rights of contribution and subrogation against City and its respective insurers. Each of such policies of insurance shall name City and its affiliated entities, and their respective officers, directors, agents, and employees (collectively, "City's Parties.") All policies of insurance required to be obtained by Licensee hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than B+:VII or better in Best's Insurance Guide. Prior to engaging in any operations hereunder, Licensee shall deliver to City certificate(s) of insurance evidencing the coverages specified above. Such policies shall not be cancelled or materially altered to the detriment of City or Licensee without the insurer providing City with thirty (30) days' written notice. 5.2 Indemnification by Licensee. (a) Licensee shall indemnify, defend (with counsel designated by City), protect and hold harmless City, City's Parties and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the Parking Structure, or (iii) the conduct of Licensee's business or any activity, work or things done, permitted or suffered by Licensee in or about the Parking Structure, except to the extent caused by City's negligence or willful misconduct. The obligations of Licensee under this Section 10(a) shall survive the expiration or earlier termination of this License. (b) Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the Parking Structure, including, without limitation, injury to persons in, upon or about the Parking Structure during Licensee's use of the Parking Structure, arising from any activity of Licensee relative to the Auction or other 1003/028/24983 vl /� activities of Licensee or Licensee's Parties in the Parking Structure. Licensee hereby waives all claims with respect thereof against City. City shall not be liable for any injury to the Parking Structure, or injury to or death of any of Licensee's Parties, or injury to any of the vehicles in the Parking Stricture as part of the Auction, or injury to or death of any other person in or about the Parking Structure from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties. 5.3 Assumption of All Risks and Liabilities. Licensee assumes all risks and liabilities arising out of any and all use of the Parking Structure by Licensee or Licensee's Parties. 6.0 PROPERTY RELATED ISSUES 6.1 Waste, Damage or Destruction; Surrender of Property. The Licensee shall not allow any waste, damage or destruction to occur in or to the Parking Structure. When this License terminates, upon such termination, Licensee, as its sole expense, shall repair any waste, damage or destruction and shall restore the Parking Structure to that condition existing prior to Licensee's use of the Parking Structure. Should Licensee fail to vacate the Parking Structure in a clean and undamaged condition, City may arrange for the cleaning and/or repair of the Parking Structure, the cost of which will be immediately reimbursed by Licensee, and Licensee will be additionally penalized ONE THOUSAND DOLLARS ($1,000) per day, or portion thereof, that the Parking Structure is unavailable for its normal use. 6.2 Cleaning Deposit. Not applicable. Rolled over from previous event; Check# 15067. 6.3 Security. At its sole cost and expense, Licensee shall retain 24-hour uniformed security guard services to patrol the Parking Stricture during the entire period of the Term. 6.4 Security Deposit. Not applicable. Rolled over from previous event; check# 15068. 1003/028/24983 vl 6.5 Process to Determine Standard for Cleaning and Damage to City Property At 8:30 a.m. on � a representative of City and a representative of Licensee shall meet at the Parking Structure to conduct a joint inspection and to compile a list of pre-existing damage to the Parking Structure. The same parties shall meet at a.m. March 2, 2004, to conduct a follow up joint inspection and to compile a list describing any damage to the Parking Structure which occurred in connection with the Auction and any debris which was not removed from the Parking Structure. This list, if any, shall be given to the City Manager who shall designate a City employee to assess the value of the damage to the Parking Structure. The value of the damage shall be deducted from the cleaning deposit or the security deposit, as applicable. Should the assessed damage exceed the amounts on deposit with the City, Licensee shall pay the additional damages to the City within ten (10) days, or the additional damages shall begin to accrue interest at the legal rate of interest. 7.0 ENFORCEMENT OF AGREEMENT 7.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 7.2 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Parry in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 7.3 Severability. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby. 1003/028/24983 A 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon sixty (60) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by the License Officer. In addition, Licensee reserves the right to terminate this License at any time upon, with or without cause, upon sixty (60) days' written notice to City. Upon receipt of any notice of tennination during the Term, Licensee shall immediately cease the Auction, and shall clean, repair and vacate the Parking Structure. 7.5 Termination for Default. If termination is due to the failure of Licensee to fulfill its obligation under this License, City may give Licensee twelve (12) hours' notice to vacate the Parking Structure. 7.6 Attorney's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with this License, the prevailing parry in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Licensee warrants that it has not paid or given and will not pay or give any third parry any money or other consideration for obtaining this License. 1003/028/24983 v1 8.3 Covenant Against Discrimination. Licensee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this License. Licensee shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Readings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License. 9.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument. 9.3 Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Parry to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Attn: Director of Downtown Development To Licensee: Keith McCormick's Palm Springs Exotic Car Auctions 4XIII 1003/028/24983 vl 602 East Sunny Dunes Road Palm Springs, California 92264 Attn: Keith McCormick IN WITNESS WHEREOF, City and Licensee have executed this License as of the date as indicated by the signatures below. LICENSEE: KEITH McCORMICK'S PALM SPRINGS EXOTIC CAR AUCTIONS Date: 2003 Keith McCormick -� Title: 1003/028/24983 vl / Approved as to Form By: By: Counsel for Licensee CITY: CITY OF PALM SPRINGS Date: ity Manager ATTEST: BY t; City Clerk Approved as to Form By: / Ar,P 0�,,rE',Po 2 `11 P m7,f Q'0,! Aleshire & Wynder, LLP LLr616 t By: David yAlesl�re, City Attorney 1003/028/24983 v1 " /� I,Franks, Talala, Merzrahi, Svc Release E Waiver Pkg Struct AGREEMENT #4763 M07368, 973-03 RELEASE AND WAIVER OF RIGHTS T/THIS RELEASE AND WAIVER AGREEMENT is made this 3 day of , frtlz� 2003, between the City of Pahn Springs ("City") and Zachary Franks ("Franks"), Mathew Talala ("Talala"), Shaul Mezrahi ("Mezrahi") and Ric Service ("Service"). Franks, Talala, Mezrahi and Service may be collectively referred to as the "Releasing Parties." RECITALS WHEREAS, City is the fee owner of a parking structure which is located on Indian Canyon Road in the City of Palm Springs, California ("Parking Structure"); and WHEREAS, Franks, as the owner of The Chop House and The Deck has reserved the right to exclusively use 25 spaces in the Parking Stricture as shown on the site diagram which is attached hereto and incorporated herein as Exhibit "A;" and WHEREAS, Talala, as the owner of The Village Pub and Atlas has reserved the right to exclusively use 28 spaces in the Parking Structure as shown on the site diagram, Exhibit "A;" and WHEREAS, Mezrahi, as the owner of 296 South Palm Carryon Building has reserved the right to exclusively use 44 spaces in the Parking Structure as shown on the site diagram, Exhibit"A;" and WHEREAS, Service, as the owner of Las Casuelas Terraza has reserved the right to exclusively use 6 spaces in the Parking Structure as shown on the site diagram, Exhibit "A;" and WHEREAS, Keith McCormick's Palm Springs Exotic Car Auctions ("McCormick") has been conducting car- auction events in the City for more than seventeen years; and WHEREAS, McCormick typically conducts its bi-annual car auctions at the Palm Springs Convention Center; and WHEREAS, the Convention Center is currently being remodeled such that McCormick may not currently conduct its car auctions at the Convention Center; and l RJQ WHEREAS, McCormick desires to conduct its � car auctions in the Parking Structure ("Auction"); and WHEREAS, the Releasing Parties believe that conducting the Auction in the Parking Structure will enhance the value of their individual properties by bringing visitors to the Parking Structure as well as the Releasing Parties' adjacent properties, which visitors will utilize the Releasing Parties' businesses. NOW, THEREFORE, THE PARTIES IIERETO INCORPORATE THE ABOVE- LISTED RECITALS AND AGREE AS FOLLOWS: &on 1 'PI ft ORIGINAL BID 1003/028/24985 vr k AND/OR AGREEMENT COVENANTS 1. Release. Each of the Releasing Parties, on behalf of itself and its representatives, agents, employees, attorneys, successors and assigns, hereby releases its use of any reserved parking spaces in the Parking Structure from 8:00 a.m. on November 20, 2003, through 11:30 p.m. on November 25, 2003 ("Tenn"), without any compensation to the Releasing Parties, as set forth in the "License Agreement for Use of the Parking Structure" which is incorporated herein by this reference. Pursuant to this release, each of the Releasing Parties agrees that it will make no claim against the City for lack of parking during the Tenn. 2. Indemnity. Consideration for this release shall include that City shall obtain from McCormick all agreement to indemnify, defend and hold harmless City, its officers, employees, agents and contractors from any actions, suits, damages, claims, losses and expenses (including attorneys fees and costs), including damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities ("claims and liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with (i) the Auction, (ii) the use of the Parking Structure on November 20 -25, 2003, or (iii) any activity, work or thing done in or about the Parking Structure; and that such indemnity include the Releasing Parties as indemnified patties. 3. Waiver of Civil Code Section 1542. By releasing and forever discharging claims both known and unknown as provided herein, each of the Releasing Parties expressly waives any and all rights under California Civil Code Section 1542 in connection with any Claim or Liability against the City and City's Parties. Civil Code Section 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF MOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR" Each of the Releasing Parties waives and relinquishes any and all tights and benefits which it may have under Section 1542 of the California Civil Code and any similar code provision or protection. Each of the Releasing Parties has performed a full and complete investigation of the facts pertaining to this Agreement. Nevertheless, each of the Releasing Parties acknowledges and is aware that it may hereafter discover facts in addition to or different than those which it now knows or believes to be true with respect to potential claims, allegations, events and facts set forth herein,but it is each Releasing Parties' intention hereby to frilly and finally settle and release any and all matters, disputes, and differences, known or unknown, suspected or unsuspected, which may exist, as against the City and City's Parties, and in furtherance of this intention, the release herein given shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts. 4. Compliance with Laws. All actions taken pursuant to this Agreement shall be provided in accordance with all federal, state, and local laws, ordinances and regulations including, without limitation, all applicable Municipal Code provisions. F urthermore, each 1003/028/24985 A 2 V Ale and every provision required by law to be inserted into this Agreement shall be deemed to be inserted, and this Agreement shall be read and enforced as though they were included. 5. Integration; Amendment. This Agreement contains all of the agreements of the parties and cannot be modified, terminated or rescinded, in whole or in part, except by an instrument in writing signed by all parties hereto. No prior oral or written understanding shall be of any force with respect to those matters covered in this Agreement. 6. Interpretation and Enforcement; Governing Law. This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Court of the County of Riverside, State of California, or in any other appropriate court with jurisdiction in such county, and the parties agree to submit to the personal jurisdiction of such court. By signing below, parties represent and warranty that they have authority to bind the parties to this Agreement. 10031028/24985 v1 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. CITY: CITY OF PALM SPRINGS City Manager AT rty Clerk 1 -2� 3/0 APPROVED AS TO FORM: By: Y RELEASING PARTIES: THE CHOP HOU SE AND THE DECK By: �.Zachary THE VILLAGE PUB AND ATLAS By. �? Mathew Talala 296 SO TH P C quj UILDING By: Shaul Mezrahi LASCASUELASTERRAZA By: Ric Service 1003/028/24985 A 4 Aug 12 03 11 : 01a Teri Sherrow 808 a75 6186 P. 1 08/12/2003 13:44 FAX 760 8271 Jerry A Oeburn 005 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as fof the day and year first written above. i CITY: CITY OF PALM SPRINGS By: Mayor ATTEST: i . + By: City Clerk APPROVED AS TO FORM: By- City Attomey RELEASING PARTIES: THE CHOP HOUSE AND THE BECK 13y-- Zrryjanksr j THE VILLAGE PUB AND ATLAS 1 By: � j Mathew Talala 296 SOU H PA CA N ILDING l By: 5h#Ikezrabi I LAS CASUELAS TERRAZA BY: �- Rie�Setvice I 1003M28/24985 v1 4 N Muriel's rr Supper Club r _ �•��, �,!'!� Las Casuelas e1LI� Terraza �W M , .*-Opp,F-V I II a4F,: '..AU— •N '2 n1L Si W Sid If Aloe People �• `yr7 a �..�� N■ Frank � � �.n ,�'. �"'°,.,m"!'�.''3 i.n' ■ •� _ Building ».k �• Chop House/ 1SS \ •::I�■ The Deck r'J' � • ' " A Village Puts Mq 296 south i Palm Canyon � ,1s • I � L pw li • ® PALM SPRINGS EXOTIC CAR AUCTIONS 244 N. Indian Canyon Drive Palm Springs, CA 92262 (760) 320-5290 (760) 320-2850 Fax (760) 323-7051 Web Site- http://www.classic-carauction.com i E-mail: Keith@classic-carauction.com jason@classic-carauction.com I i 12/4/2003 CITY OF PALM SPRINGS th Ref. Contract with the Cityof Palm Springs to hold the 36 collector car auction in parking structure. Indian Canyon Drive Feb. 2004 We are requesting a waiver of section 5-1A workers compensation as Palm Springs Auctions does not employ anyone. I Section 5B Insurance certificate enclosed. Section 5C is covered by each individual maintaining his or her own auto insurance as per auction listing and selling contract (copy attached). Yours Truly Keith+McCor ic�t i I W