HomeMy WebLinkAboutReso 119-14 Auction and Disposal Services RESOLUTION NO. 119 - 14
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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AUTHORIZING THE CITY MANAGER TO EXECUTE A ONE-YEAR SERVICE AGREEMENT
WITH PROPERTYROOM.COM FOR AUCTION AND DISPOSAL SERVICES
WHEREAS, the City of Dublin designates seized and forfeited property it desires to
auction, and
WHEREAS, Property Room.com will pick-up, store and list property for sale by internet
auction to the public on one or more domain names selected by them;
WHEREAS, once a month Property Room.com will remit to the City of Dublin payment of
proceeds (less any fees) arising from completed sales during the prior month.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby adopt a resolution authorizing the City Manager to execute a one-year service
agreement with PropertyRoom.com (Exhibit A) for property auction and disposal services.
PASSED, APPROVED AND ADOPTED this 15th day of July, 2014, by the following vote:
AYES: Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
Atinj:
Mayor
ATTEST:
cr
City Clerk
Reso No. 119-14,Adopted 7-15-14, Item 4.10 Page 1 of 1
PROPERTY 5257 Buckeyiboam Pike,Suite 476
Frederick,MD 21704
VOMEOM Tst:240.230.0229
Fax 240.230.0229
. Federal Tax 8):86-0962102
Property Agreement
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Disposition Service A
pY p g
Version date:2012-May
Owner Name: NJPA Agreement:
Yes No0
Mailing Address: NJPA Member 8:
City,State,Zip Signature Date:
Telephone: Automatic Renewal:
Yes Cl No 0
Fax: Expiration Date:(if not automatic
renewal)
Primary Contact Name: Primary Contact Email:
Primary Contact Phone:
•
This agreement("Agreement")documents the terms and conditions under which PropertyRoom.com,
Inc.,a Delaware corporation("Contractor"),will provide storage,auction and disposition services
("Services')on behalf of owner named above("Owner").
At request of Owner,Contractor agrees to establish separate accounts under the terms of this Agreement
for any other departments or agencies related to Owner for purposes of complying with Owner's financial
accounting requirements.Contractor also recognizes the common practice in many jurisdictions to permit
related agencies the opportunity to use the services M this Agreement(to"Piggyback")according to the
terms and pricing contained herein.
Contractor further stipulates that any municipal,county,or state governmental agency located in the
same state as Owner may also Piggyback this Agreement.Owner acknowledges Contractor has advised
Owner about Contractor's nationally awarded contract vendor status from the National Joint Powers
Alliance("NJPA")for Services described in this Agreement,and Owner can obtain complete details of the
related RFP process at www.NJPAcoop.org.
This Agreement comprises the entire agreement between Contractor and Owner relating to the storage,
auction and disposition of property and supersedes any prior understandings,agreements,or
representations by or between the parties,be they written or oral.
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PropertyRoom.com Property Disposition Service Agreement
d. Platinum Service.The Platinum Service apples to the auctioning of municipal fleet vehicles and
surplus equipment,i.e.,Property.At Owner's request,Contractor will tow the Property to,or take
delivery at Yards.Contractor will,on Owner's behalf as its representative,tow,verify drivability,
clean,photograph,store and list Property for sale by Internet auction to the public.Contractor
offers Platinum Services in conjunction with Subcontractor.Typical Property sold under this
service include municipal fleet vehicles such as automobiles end light trucks as well as specialty
. equipment such as fire trucks,ambulances,trash collection trucks,and other large public works
equipment.
4. Term and Termination. •
nature Dale')and,as
a. The Agreement will become effective upon signature by the parties(the'Signature
I indicated in the top section of this Agreement,will continue for either.
(1) An initial term of 1-year from the Signature Date and thereafter will automatically renew for
consecutive 1-year terms unless written notice of non-renewal Is provided by either party to
f the other at least 60 days prior to the expiration of the then current term;or '
(2) An Initial term specified by the Owner of at least 4-year,after which a renewal e9reement will
be required by the Owner.If Owner selects this option,Contractor will send Owner a Notice
of Renewal 60 days prior to Agreement expiration.
b. The Agreement may be terminated by either party upon 30 days prior written notice to the other •
c. The rights of the parties to terminate the Agreement are not exclusive of any other rights and
remedies available at law or in equity,and such rights will be cumulative.The exercise of any
such right or remedy will not preclude the exercise of any other rights and remedies.
d. Notwithstanding any termination by either party of the Agreement,Contractor will continue to
remit Proceeds arising under the Agreement(net of amounts owed by Owner to Contractor and to
third parties pursuant to the Agreement)in connection with any sales made before the effective
date of the termination.At the time of termination,any unsold inventory shall continue to be
auctioned by Contractor or disposed on behalf of Owner or returned to Owner,at Owner's
election and cost.
5. Allocation of Sales Proceeds. •
For all Services,"Winning Bid"means the highest amount committed and paid by any auction
participant("Buyer")for a Property Item sold.For the sake of clarity,Winning Bid does not include
g. shipping,buyer or other fees,nor does Winning Bid mean or include an amount that a Buyer commits
il to pay but later falls to pay.
a. Portable Service
(1) Sales Price.Total Proceeds paid by Buyer shall be called"Sales Price.'Sales Price shall
P include the Winning Bid plus fees(the'Fees'),such as shipping and handling,taxes,and •
insurance costs associated with the transaction and paid by Buyer.
(2) Transaction Costs.Contractor shall utilize Fees,and not the Winning Bid,to pay or remit
costs for shipping and handling,taxes,and insurance.
(3) Contractor Commission.For each item of Property,Owner will pay to Contractor a fee(the
'Contractor Commission')equal to 50%of the first$1,000 of the Winning Bid and 25%of the
Winning deduction Bid portion,ifyent�of thexceeds
Con $tractorr Commission will bye called'OOw Bid
ner'Gross
after deduction and payment
Proceeds'.
(4) Processing Costs.Credit card processing costs("Credit Card Cost')and affiliate processing
fees(the"Affiliate Fees;which Include commissions and processing costs paid to third
1. parties If such a third party sent the winning bidder to the website),will be borne by Owner
and Contractor in proportion to the ratio of Owner's Gross Proceeds to Contractor
Commission. Owner's portion of Credit Card Cost and Affiliate Fees(collectively,the
"Processing Costs')will be paid by Contractor to applicable third parties on Owner's behalf.
(5) Net Proceeds.'Owners Net Proceeds`shall mean the amount of the Winning Bid paid o
Owner after deduction and payment of Contractor Commission and Processing Costs.
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PropertyRoom.com Property Disposition Service Agreement
the first 30 free nautical miles.For over-sized vehicle tows(e.g.,cranes,buses,backhoes,
etc.)Contractor will seek competitive bids from several haulers and Owner may choose
which company to use.in addition,fees for acquiring titles on behalf of Owner,if any,will be
borne entirely by Owner.
(3) Buyer Fees.Subcontractor will charge fees to Buyers for additional services,such as lot
access,vehicle loading assistance,shipping and transportation,and other services.
(4) Storage Fees. For Owner vehicles sold at auction,daily storage fees("Owner Storage Fees)
equal$5.00 per vehicle per day.For Release Vehicles,daily storage fees("Citizen Storage •
Fees")equal$10.00 per vehicle per day.Owner has the right to charge citizens higher
storage fees for Release Vehicles and Contractor will collect such fees along with other •
citizen fees set by Owner,such as tow charges,administrative charges,court processing
fees,etc.("Citizen Payments").
(5) Net Proceed. "Owner's Net Proceeds"shaft mean the amount of the Winning Bid plus
Citizen Payments(If any)paid to Owner after deduction and payment of Contractor
Commission,Tow Fees(if any),Owner Storage Fees,Citizen Storage Fees,and any other
fees for ancillary services requested by Owner,such as title fees,decal removal,etc.
d. Platinum Service.Owner will pay Contractor a"Contractor Commission"and"Tow Fees"as
described below.Note:There are no storage fees for Platinum accounts.
(1) Contractor Commission. Same as 5c(1).
(2) Tow Fees.Same as 5c(2).
(3) Buyer Fees. Same as 5c(3).
(4) Net Proceeds.Same as 5c(5)
8. Payment Terms.Once a month,Contractor will remit to Owner the Owner's Net Proceeds arising
from completed sales and Services rendered during the prior month.Sales are deemed completed
when all items comprising a line item on the original manifest or other list of Property are sold.With
each payment of Owner's Net Proceeds,Contractor will make available to Owner,online,a report
setting forth the following information for the immediately preceding month:
a. Completed sales during the prior month,including the total amount of related Proceeds collected,
Citizen Remittances(If any),Contractor Commissions,the Owner and Contractor share of
Processing Costs,Tow Fees(if any),Owner and Citizen Storage fees(if any),any applicable
Title Fees and/or Fuel Surcharges,and Owner's Net Proceeds;
b. Other dispositions of Property during the month;and
c. The Property,if any,Inventoried by Contractor at end of month.
7. Contractor Obligations.With respect to Contractor's delivery of Services:
a. Contractor will exercise due care in the handling and storage of Property;
b. Contractor shall keep Property free of liens,security interests,and encumbrances,and shall pay
when due all fees and charges with respect to the Property;
c. Contractor shall sign and deliver to Owner any UCC-1 financing statements or other documents
reasonably requested by Owner,
d. Contractor shall obtain and maintain insurance in an amount(determined by Contractor)not less
than the replacement value of Property in its possession.The Insurance will cover the Property
against fire,theft,and extended coverage risks ordinarily included in similar policies.Contractor
shall give Owner a certificate or a copy of each of the above upon Owner's request.
e. Contractor agrees,in order to help Owner comply with local public notification statutes,if any,as
well as to help Owner achieve higher Winning Bids,to allow Owner to place one or more dickable •
links(the"Links")from one or more Owner websftes to www.PropertyRoom.com or other
websites Contractor uses for sale of Owner items. Contractor agrees to supply technical
requirements for Links to Owner.
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8. Owner Obligations.While this Agreement is not exclusive and has no minimum requirements,
Owner will use reasonable efforts to provide Contractor such Property as becomes available for sale.
Owner will complete paperwork reasonably necessary to convey custodial possession of Property
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PropertyRoom.com Property Disposition Service Agreement
of such prohibition or invalidity,without Invalidating the remainder of such provision or the remaining
provisions of the Agreement.The Agreement headings are inserted for convenience of reference only
and shall not constitute a part hereof.
15. Governing Law.The internal law,and not the law of conflicts,of the state in which Owner is located
will govern all questions concerning construction,validity and Interpretation of the Agreement and the
performance of the obligations imposed by the Agreement.The proper venue for any proceeding at
law or in equity wit be the state and county in which the Owner is located,and the parties waive any
right to object to the venue.
18. Further Assurances.Contractor and Owner will each sign such other documents and take such
actions as the other may reasonably request in order to effect the relationships,Services and
activities contemplated by the Agreement and to account for and document those activities.
17. Relationship of the Parties.No representations or assertions will be made or actions taken by either
party that could imply or establish any joint venture,partnership,employment or trust relationship
between the parties with respect to the subject matter of the Agreement.Except as expressly
provided in the Agreement,neither party will have any authority or power whatsoever to enter into any
agreement,contract or commitment on behalf of the other,or to create any liability or obligation
whatsoever on behalf of the other,to any person or entity.Whenever Contractor is given discretion in
the Agreement,Contractor may exerdse that discretion solely in any manner Contractor deems
appropriate.Contractor shall not be liable to Owner for any Losses incurred by reason of any act or
omission performed or omitted by Contractor In good faith on behalf of the Owner and in a manner
reasonably believed to be within the scope of authority conferred on Contractor by the Agreement,
except that Contractor shall be liable for any such Losses incurred by reason of Contractor's fraud,
gross negligence or willful misconduct.
18. Force Majeure.Neither party will be liable for any failure of or delay in performance of the Agreement
for the period that such failure or delay is due to acts of God,public enemy,war,strikes or labor
disputes,or any other cause beyond the parties'reasonable control(each a°Force Majeure"),it being
understood that lack of financial resources will not to be deemed a cause beyond a party's control.
• Each party will notify the other party promptly of any Force Majeure occurrence and carry out the
Agreement as promptly as practicable after such Force Majeure is terminated.The existence of any
Force Majeure will not extend the term of the Agreement.
This Agreement,including all of the terms and conditions set forth above as well as the data sheet
attachments for the four Contractor service offerings and any addendum prepared by the Owner(indicate
inclusion of Owner Addendum by checking here: )comprises the entire Agreement between the
Parties.This Agreement cannot be modified except in writing by the duly authorized representatives of
both parties.
OWNER CONTRACTOR
Signor Name:
Signor Title:
Signature:
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Date:
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