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HomeMy WebLinkAboutAuction Services AgreementAUCTION SERVICES AGREEMENT CITY OF M IAM I AND FISHER AUCTION CO., INC. 4104,- Agreement Dated: Seller(s): Address: City/State/Zip: Telephone: Facsimile: E-Mail: AUCTION SERVICES AGREEMENT City of Miami 444 SW 2"d Ave. Miami, Florida, 33130 305-416-1921 305-416-1925 mrathaci.miami.fl.us This Agreement by and between the above named individual(s)/entities hereinafter referred to as "Seller(s)" and FISHER AUCTION CO., INC. hereinafter referred to as "Auctioneer". RECITAL A. The City has issued Request for Proposals ("RFP") No. 04-05-137 for the provision of Auction Services ("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected for the provision of the Services. The RFP and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. B. The Commission of the City of Miami, by Resolution No. OG —nil' , adopted on —4 3 , 2006, approved the selection of Provider and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Auctioneer and Seller agree as follows: TERMS I. SELLER REQUIREMENTS In the operation of this agreement, the Seller shall be responsible for the following: a) Submit to Auctioneer a.list of property. It is understood that minor changes in said list may be submitted to Auctioneer at any time prior to one (1) week in advance of the auction b) Maintain any records considered necessary by the Seller, other than those provided by the Auctioneer Seiler shall provide the Certificate(s) of Ownership and all other documents necessary to effect transfer of title for motor vehicles, trailers, and vehicle equipment. At the opinion of Auctioneer, vehicles may not be offered at auction unless the Certificate of Ownership and all other documents necessary to effect a transfer of title for motor vehicles, trailers, and vehicle equipment are submitted at least five (5) days prior to sale. II. AUCTIONEER REQUIREMENTS Auctioneer shall conduct said public auction of property in accordance with the following requirements: a) Sale will be open to the general public and there will be no fee to participate as a potential buyer other than a fully refundable buyer's deposit. b) Auctions shall be advertised in a newspaper of general circulation in each Agencies local area at least once a minimum of ten (10) days prior to the auction date. Size and 1 frequency to be determined prior to placement of ads. Cost for this advertising is assumed by the Auctioneer c) The Auctioneer will list the Agencies auction dates on the Auctioneer's brochures which will be mailed to the Auctioneer's buyer's lists. The Auctioneer shall also advertise and promote the Agencies auctions by mailing flyers to the Agencies mailing list. In addition, the Auctioneer shall be required to notice the Agencies auction on the Auctioneer's world wide web (www) site, a minimum of one (1) month prior to the auction date at the Auctioneer's expense d) All bidders shall be required to register prior to the auction in order to receive a bidder's number. Bidders shall be allowed to sign up and view the items available a minimum of two (2) hours prior to the auction time. Terms of sale are cash, cashiers check, or approved business/personal check. Bidders shall utilize their drivers license for the required bidder information in order to receive a bidder card e) Auctioneer shall provide all necessary labor to register bidders. I) Sale of property may be made only to the highest responsible bidder. g) Unless otherwise directed by the Seller, unsold vehicles and equipment will be rescheduled and attempted to be sold at the next available auction Auctioneer shall provide sufficient and complete staff of experienced, licensed auctioneers, registration and computer personnel to: a) Enter bidders data and auction sales as they occur b) Lot equipment c) Secure sale items during auction and throughout checkout process Auctioneer shall utilize a computer system to: a) Promptly and accurately record the activities of the auction b) Software shall save each transaction as it is entered. It is preferred to have sale information update immediately so invoices may be generated in a timely manner c) Sales information shall be transmitted to the data entry staff immediately to allow bidders to pay their invoices in a timely manner Auctioneer shall provide computer generated reports which shall include the following: a) Entry of each lot with lot number, description and Seller Account%DivisionCode(s), or separate account identifying each participating Seller b) Entry of each registered buyer with buyer number, name, address, telephone number and dealer/tax status c) Entry of each lot sold including lot number, buyer number and price d) Produce and print a buyer's invoice (Bill of Sale) including buyer's number, name, address, telephone number, lot numbers purchased with description and selling price. Tax due (if applicable) and invoice total e) List of buyers registered f) List of active buyers only g) Lots sold h) Lots sold by Seller category (i.e., surplus, confiscated) i) Lots sold by Seller j) Summary by Seller category k) Summary by Seller I) Overall summary, including sales tax by Seller m) Lots sold by Buyer 2 Auctioneer shall keep a computer copy of all of the entries of the sale on diskettes or other electronic media for the term of the contract, and three (3) years after termination of contract. Auctioneer shall provide: a) Form for Registration of bidders with identification information b) Bidder Cards c) Bidders Contract form containing the terms and conditions of the sale with an assigned bidder number. All bidders shall sign this form. This form will be kept by the Seller. This form may be combined with the bidder registration form and shall have the assigned bidder number referenced. d) Public address system e) Tape recording (video or audio) of the entire auction f) Copies of the tapes shall be turned over to the Seller at the end of the auction g) Computers, printers, extension cords and any other required equipment shall be provided by the Auctioneer Auctioneer shall be responsible for coordination of all auction activities including: a) Offer suggestions, on a timely basis, for maximizing sale value of items b) Auctioneer or project manager shall attend at a minimum, one Auction meeting quarterly with Seller Staff c) Seller will provide Auctioneer an inventory list(s). The Seller reserves the right to add/delete items from the list up to the day of the auction d) A master list shall be printed for distribution as close to the auction day as possible e) Auctioneer shall tag all items for sale the day before the auction Auctioneer shall handle any disputes that arise during the auction and shall ask for the assistance of the Purchasing Project Manager if required for resolution Auctioneer shall provide on -site Title Transfer Services. Auctioneer shall be responsible for the protection of property received by the Auctioneer as well as for the protection of his own equipment, supplies, materials and work, against any damage resulting from the elements (such as flooding, rainstorms, wind damage, or other acts of God) or vandalism. III. ABSOLUTE SALE: All inventory is to be sold at "Absolute Auction" to the highest bidder(s) regardless of price without restriction, reserve, or minimum price(s). IV. MARKETING / ADVERTSIING: Auctioneer is obligated and agrees to pay for all pre -approved marketing/advertising expenses and labor necessary to promote and conduct Seller's Auction. V. COMMISSION / FEES: Auctioneer shall charge and collect a Seven Percent (7%) Buyer's Premium as earned commission, for each item sold. VI. AUCTION SETTLEMENT: All Auction proceeds, less the 7% Buyer's Premium and any Sales Tax collected will be paid to the Seller within five (5) Business days after the Auction Date. 3 VII. AUCTION SITE: Each Auction shall be conducted at a site selected by the Seller within the Corporate limits of the Seller. VIII AUCTION DATE: Each Auction shall be conducted on dates mutually agreed upon by both parties. X1V. INDEMNIFICATION: The Auctioneer shall agree to indemnify, defend and hold harmless the Seller and its officials, employees and agents (collectively referred to as '`Indemnities") and each of them from and against all losses, costs, penalties, fines, damages, claims, expenses (including attorney's fees), liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or Toss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the Services contemplated by the Contract which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Auctioneer to comply with any of the requirements specified within the Contract, or the failure of the Auctioneer to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance under the Contract. Auctioneer expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former etnployee of Auctioneer, or any of its subcontractors, if applicable and as provided above, for which the Auctioneer liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. X. INSURANCE: Auctioneer shall, at all times during the term hereof, maintain such insurance coverage as may be required by the Seller, such as general liability, auto liability, workers compensation, etc. All such insurance, including renewals, shall be subject to the approval of the Seller for adequacy of protection and evidence of such coverage shall be furnished to the Seller on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the Seller. lf, in the judgment of the Seller, prevailing conditions warrant the provision by Auctioneer of additional liability insurance coverage or coverage which is different in kind, the Seller reserves the right to require the provision by Auctioneer of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Auctioneer fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the Seller's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. Execution of a Contract is contingent upon the receipt of proper insurance documents. Said insurance certificate must cite the name of the Services provided, and list the Seller as Additional Insured. XL APPROPRIATE AUCTIONEER AND STAFF QUALIFICATIONS: Auctioneer shall at all times provide fully qualified, competent and physically capable employees to perform the services under this Agreement. They City may require Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise 4 objectionable and whose continued services under this Agreement is not in the best interest of the City. Each of Auctioneer's employees shall have and wear proper identification at all times while providing the services under this Agreement. XII. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-61 1, as amended ("City Code"), regarding conflicts of interest, Auctioneer hereby certifies to City that individual member of Provider, no employee, no subcontractor, and no subconsultant under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Auctioneer hereby represents and warrants to the City that throughout the term of this Agreement, Auctioneer, its employees. Its subcontractors and its subconsultants, if any, will abide by this prohibition of the City Code. XIII. DEFAULT: If Auctioneer fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Auctioneer shall be in default. Upon the occurrence of a default hereunder the Seller, in addition to all remedies available to it by law, may immediately, upon written notice to Auctioneer, terminate this Agreement whereupon all payments, advances, or other compensation paid by the Seller to Auctioneer while Auctioneer was in default shall be immediately returned to the Seller. Auctioneer understands and agrees that termination of this Agreement under this section shall not release Auctioneer from any obligation accruing prior to the effective date of termination. Should Auctioneer be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, shall be liable to the Seller for all expenses incurred by the Seller in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the Seller in the re - procurement of the Services, including consequential and incidental damages. XIV. GOVERNING LAWS AND VENUE This Agreement is made in the State of Florida and shall be governed according to the laws of the State of Florida. The parties agree that proper venue for this Agreement shall be Miami - Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. XV. COMPLIANCE WITH ALL LAWS: Auctioneer understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. Seller and Auctioneer agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as the may be amended from time to time. XVI. ASSIGNMENT: This Agreement shall not be assigned by Auctioneer, in whole or in part, without the prior written consent of the Seller, which may be withheld or conditioned, in the Seller's sole discretion. 5 XVII. PUBLIC RECORDS: Auctioneer understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Seller's agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Seller and the public to all documents subject to disclosure under applicable law. Auctioneer's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Seller. XVIII. AUDIT AND INSPECTION RIGHTS: The Seller may, at reasonable times, and for a period of up to three (3) years following the date of the Auction audit, or cause to be audited, those books and records of Auctioneer which are related to Auctioneer's performance under this Agreement. Auctioneer agrees to maintain all such books and records at its principal place of business for a period of three (3) years after the Auction. XIX. NONDISCRIMINATION: Auctioneer represents and warrants to the Seller that Auctioneer does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Auctioneer's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Auctioneer further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. XX. TERM OF AGREEMENT The term of the Contract(s) shall be for three (3) years with an option to renew for two (2) additional one (I) year periods at the sole discretion of the Seller. XXI. ADDITIONAL SERVICES Services not specifically identified in this agreement (sale of land, buildings, etc.) may be added to this agreement upon successful negotiation and mutual consent of the contracting parties. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first above written in herein, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. WITNESS: (If Corporation, Attach Seal and Attest by Secretary) Print Name: Print Title: 6 Fisher Auction Company, Inc.: Print Name Print Title: ATTEST: riscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Dania F. Carrillo Risk Management Administrator 7 I.D.Nutf, wig ;� Fa-��j (Employer. Tax ber) V CITY r MIAMI Joe "'cola Ci , Manager APPROVED AS TO FORM AN I CORRECTNESS: