HomeMy WebLinkAboutInternet Auction Services AgreementINTERNET AUCTION SERVICES AGREEMENT
CITY OF MIAMI
AND
LONE STAR AUCTIONEERS, INC.
Agreement Dated:
Seller(s):
Address:
City/State/Zip:
Telephone:
Facsimile:
E-Mail:
INTERNET AUCTION SERVICES AGREEMENT
February 24. 2006
City of Miami
444 SW 2" ° Ave.
Miami, Florida, 33130
305-416-1921
305-416-1925
mrath(a�,ci.miarni_f1.us
This Agreement by and between the above named individual(s)/entities hereinafter referred to as
"Seller(s)" and LONE STAR AUCTIONEERS, INC., hereinafter referred to as "Auctioneer".
RECITAL
A. The City has issued Request for Proposals ("RFP") No. 04-05-137 for the
provision of Internet 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. £-O/iV , adopted
on ,L%Z , 2006, approved the selection of Provider and authorized the City Manager to
execu e 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
SELLER REQUIREMENTS
In the operation of this agreement, the Seller shall be responsible for providing the following:
a) Digital images.of each lot and an Microsoft Excel spreadsheet containing the basic
information for each lot
b) Description
c) Title status for vehicles and equipment
d) Review and pickup locations and times for each lot
e) Department or fund account to be credited, if any
f) Any notes or special terms and conditions pertaining to that lot
g) Minimum prices, if any
h) Provide preview and checkout periods at your discretion
i) Notify Auctioneer of items not removed by checkout deadline
j) Notify Auctioneer of any bidders/buyers you wish to block or ban from participating
in your future auctions
II. AUCTIONEER REQUIREMENTS
Auctioneer shall conduct said public auction of property in accordance with the following
requ irernents:
a) Prepare and post an unlimited number of auctions one at a time or using the "bulk
load" feature of our software 24/7
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b) Post images to the auctions (lots) when they are posted or afterwards
c) Change, modify and delete the information, start/end times, starting prices and
reserves, bid increments, images, terms, details, or any other information for each
auction as needed
d) Monitor the auction
e) Provide preview and checkout periods at your discretion
f) Enforce preview and checkout terms
g) Collect all proceeds from buyers
h) Block or ban from bidders/buyers from participating in your future auctions
i) Re -list unsold lots an unlimited number of times without additional cost or buyers
premium
j) Provide startup templates, instruction and materials at no cost to the City
k) Provide a one -day on -site (Miami) familiarization and training seminar to Seller
Project personnel immediately after award for implementation and continuing
operation of program (at Seller's convenience) at no cost to the Seller
1) Provide continuing telephone and email technical support to the Seller throughout
the life of the contract at no cost
m) Provide continuing technical support and help desk to all bidders, buyers and
potential customers at no cost to public
n) Close all auctions
o) Send "winning bidder" notification to all successful bidders (=buyers) and the
Seller electronically after each auction
p) Provide the domain, MiamiSurplus.org, as a portal to your auctions on our site and
for specific advertising for Seller auctions
q) Provide a link on our home page for potential clients who wanted to participate as a
cooperating agency with Miami to register
r) Provide an exclusive Inventory Re-utilization/Reallocation feature which could be
accessible only to Seller departments and personnel
s) Act as liaison to Seller and protect Seller by accepting routine calls and questions
which need not interrupt Seller personnel. The Seller would determine what
personnel and what level of involvement is appropriate. It would not be necessary
for any Seller contacts to be listed in the posted lots or on our website unless the
Seller directed us to do so.
t) prepare title work (Certificates of Title and Applications for Title) for an additional
fee of $12.00 per vehicle mailed Certified to buyers
u) provide an exclusive Inventory Re-utilization/Reallocation feature which could be
accessible only to Seller departments and personnel
v) contact buyers who have not removed merchandise by checkout deadline and try to
compel them to remove their merchandise
w) sanction buyers who do not comply with removal terms
Auctioneer shall utilize a computer system to:
a) Promptly and accurately record the activities of the auction
b) 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
Auctioneer shall provide computer generated reports which shall include the following:
a) Auction Status Report - This report summarizes the financial details of the auction
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including the total sales, total applicable sales taxes, total buyers premium, total buyer
charges, total buyer payments, net due from buyers, total consignor sales, and net due
to consignors.
b) Final Statement Report - This is the Consignor Status Report which details the sales
by accounting code, fund code, department or any allocation of funds. This will allow
the Seller to track the sales of the Seller and each of its cooperating procurement units
separately providing detailed reports to each entity separated by fund allocation,
department or other designation. Each procurement unit shall be set up as its own
category so as to receive a complete set of reports of only their auctions, in addition
to a total sales report for all participating Agencies. This report is printed by fund or
department account and provides the auction (lot) number, buyer number, buyer and
company name and address, phone and fax number, winning bid amount, tax (if
applicable) and buyers premium, number of lots sold and total sales for that fund or
department, and net due consignor.
c) Consignor Summary Report - This report summarizes the total sales, and total due the
consignor for a group of auctions by fund or department for a specific client and gives
the total of those categories for that client.
d) Active Buyers Report - This lists the active buyers with their buyer number, buyer
and company name and address, phone and fax number, email address and user name
that participated in that particular auction.
e) Buyer Payment Report - This details the payment amounts, payment type (cash,
certified check, money order) and sequential invoice number by buyer including
buyer number, buyer and company name and address, phone and fax number.
f) Lot Sales Report - This lists the group's auctions in lot number order giving the
description, buyer number and the winning bid price totaled to snatch the other
consignor reports.
g) Sales Tax Report - This lists the taxable sales, tax rate and total taxes by consignor (if
sales taxes are applicable).
h) Accounts Receivable Report - This lists by sale the buyer number and name, the
phone number, the amount due, payments and any account receivable balance by
buyer totaled for the sale.
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.
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 including:
a) Using the domain www.MiamiSurplus.org, as a portal to market the Seller's 24/7 on-
line auctions in local and national advertising;
b) Increase electronic and USPS mailing lists for the Florida and southeast;
c) Send electronic brochures to all 13,000 active buyers on our electronic mailing list;
d) Send periodic mailings to active buyers in the metropolitan Miami area
(approximately 1,000) and in the greater Miami geographic region (approximately
2,000) as merchandise warrants;
e) Create a prominent listing on our home page under "24/7 On-line Auctions" with
links directly to the Miami auctions;
f) Periodic advertising in the Miami Herald as merchandise warrants.
g) During auction periods advertise in the Classified Network of one hundred fifty state-
wide small newspapers with a weekly circulation of 2,266,674 readers on an initial
and then recurring basis as merchandise warrants;
h) For larger auctions, advertise in the Metro Daily Network of newspapers in Florida as
merchandise warrants. This Network consists of over 20 of the largest daily
newspapers in Florida and has a circulation of 2,304,095 (plus a readership of
5,760,238);
i) For individual auctions or items which require concentrated effort, Auctioneer will
use the Display Network of Florida as a means of attracting buyers as merchandise
warrants;
j) Will include Miami 24/7 auctions in the full cover ads we place periodically in
Contractors HotLine, a weekly contractor trade magazine as merchandise warrants;
k) Listing Miami 24/7 auctions on the Contractors HotLine website;
1) Initial and periodic advertising in the Green Sheet and the Thrifty Nickel in the
greater Miami area;
m) Initial and periodic ads in the Shopper's Guide;
n) Create links to the City of Miami and participating procurement units' home pages;
o) Develop links to other websites and affinity organizations;
p) Initially place display ads in the major market papers followed by in -column ads in
various classified sections that correspond to the classes of merchandise we are
offering.
q) The focus of the initial advertising and promotion will be to create an awareness of
the on-line program within the greater Miami area. This will be done through press
releases and public service announcements to local media and advertising in the
Miami area outlets.
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.
VIII AUCTION DATE:
Each Auction shall be conducted on dates mutually agreed upon by both parties.
XIV. 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 loss 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
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Indemnities, or any of them, from and against all liabilities which may be asserted by an
employee or former employee 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 taws.
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. Ali
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.
If, 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 shallat 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
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.
XIL NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, 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 tenn of this Agreement,
Auctioneer, its employees. Its subcontractors and its subconsultants, if any, will abide by this
prohibition of the City Code.
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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.
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 ] 19, 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.
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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 (1) 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)
Sig a;.
Rd T;anforrl
Print Name:
VP/C00
Print Title:
ATTEST:
Priscilla A. Thbmpson
City Clerk
APPROVED AS TO
INSURANCE REQUIREMENTS: FORM AND CORRECTNESS:
Lone Star Auctioneers, Inc.:
Marilyn K Riirgesq
Print Name
CEO
Print Titie:
75-1990950
(Employer Tax I.D. Number)
CI
Joe Arriola
Cit Manager
APPROVED AS TO
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Dania F. F. Carrillo."'
Risk Management Administrator
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