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GovDeals
Sellers Agreement
This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its
principal place of business at 5913 Carmichael Place, Montgomery, Alabama, 36117 and City of
Round Rock ("Client"), having its principal place of business at 221 E. Main, Round Rock,
Texas 78664.
1.0 Description of Services: GovDeals provides a means for sellers to list items for sale and
for potential buyers to bid upon these items via an Internet -based auction system. Although
GovDeals may provide software and applications to the Client to make the listing of items
easier, GovDeals is not a party to the actual sale and has no control over the listed
information or the ability of the buyer and seller to complete the transaction.
2.0 GovDeals Responsibilities: In addition to the operation of an Internet auction server,
GovDeals will provide the Client with the following services during the term of the
Agreement:
2.1 Access to a web -based application ("GovDeals Auction Server") that will help the
Client maintain information about assets and submit them to auction. The GovDeals
Auction Server will:
2.1.1 Accept descriptive information concerning an asset;
2.1.2 Allow different auction phases based upon dates and times to be specified;
2.1.3 Permit the assignment of certain buyer restrictions during each auction phase;
and
2.1.4 Facilitate requests for credits regarding transactions that were not completed.
2.2 Training and support services to implement the GovDeals service, which will include:
2.2.1 Familiarization with the nature and operation of the GovDeals Auction
Server;
2.2.2 Guidance in the initial entry of assets;
2.2.3 Procedures for taking and posting pictures of assets; and
2.2.4 Assistance in the development of an implementation plan and schedule.
At GovDeals option, training and support services will be provided either on-site or
via telephone and the Internet.
2.3 A customer support desk available via telephone or e-mail between the hours of 8:00
a.m. and 6:00 p.m., Eastern Time, Monday through Friday, except announced
holidays.
2.4 Marketing of the on-line auction service to promote use of the site by potential
buyers.
3.0 Client Responsibilities: To promote a successful operation and increase the benefits from
using GovDeals auction capabilities, the Client agrees to:
3.1 Provide on-site support and resources required to access the GovDeals Auction Server
via the Internet;
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3.2 Make sufficient personnel related to surplus property disposal available for training,
implementation, and initial data entry;
3.3 To the extent permitted by law, cooperate with marketing campaigns, including
providing a mailing list of prior auction customers, if available; and
3.4 Utilize GovDeals Auction Server and on-line auction capabilities during the term of
this Agreement by:
3.4.1 Listing assets for sale on the GovDeals auction service;
3.4.2 Completing sales transactions for assets sold via this service;
3.4.3 Not selling through some other means any item for which it has received a
winning bid via GovDeals for the specific purpose of avoiding the GovDeals
fee; and
3.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate
or interfere with the bidding process.
4.0 Fees: For any item that is sold as a result of posting it to the GovDeals web site, the
following fees apply:
4.1 Where a single auction item does not yield greater than $100,000 in a winning bid,
Client agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of the
winning bid, but not less than $5.00.
4.2 Where a single auction item yields greater than $100,000, but does not yield greater
than $500,000 in a winning bid, Client agrees to pay GovDeals a fee of seven and
one-half percent (7.5%) of the winning bid up to $100,000 plus five and one-half
percent (5.5%) of the winning bid that is in excess of $100,000 up to $500,000.
4.3 Where a single auction item yields greater than $500,000 in a winning bid, Client
agrees to pay GovDeals a fee of seven and one-half percent (7.5) of $100,000 of the
winning bid, plus a fee of five and one-half percent (5.5%) of $400,000 of the
winning bid, plus a fee of three and one-half percent (3.5%) of the amount in excess
of $500,000 of the winning bid.
4.4 On occasion, and apart from initial training, Clients request GovDeals to supply on-
site assistance to quickly move large amounts of items that have accumulated over a
period of time. For this service, and upon mutual agreement between GovDeals and
the client, an additional fee will be charged over and above the normal fee schedule
shown in 4.1, 4.2 and 4.3 above. For this mutually agreed upon additional fee,
GovDeals will go to the Client's site and record asset descriptions, take pictures, load
assets to the auction site, and set auction dates. Assets must be arranged in such a
manner as to allow GovDeals personnel access to the assets for recording descriptions
and taking pictures. If assets are not arranged in the proper manner, Client will
provide personnel to assist the GovDeals representatives in arranging the assets for
proper presentation. In order to exercise this option, Client must request and agree to
the additional fee in writing. This fee does not apply to assets used in the initial
training and will not apply when the Client processes its own assets.
5.0 Payment:
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5.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days, unless an applicable prompt
payment act or similar legislation specifies a different time period.
5.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date,
notify GovDeals of any transaction that was not consummated. The fees for said
transaction shall be credited to the Client during the next invoice period.
6.0 Term of Agreement: This Agreement shall commence on the date it is signed by the
second party to do so and will continue for a period of twenty four months. This
Agreement shall be automatically extended for a maximum of five additional one-year
periods, unless either party notifies the other in writing sixty days in advance of its intent
not to renew. Either party may request a re -negotiation of the terms hereof during a period
sixty days prior to the anniversary date of this Agreement. Any charges owed either party
prior to terminating the agreement will remain payable
7.0 Right to Sell and Content: Client will only post items to the GovDeals auction site that
the Client has the legal right to sell or dispose of to qualified buyers. Any information
posted will be accurate to the best of Client's ability and not contain anything of a
pornographic or objectionable nature. Client agrees to only use links to digital pictures of
associated assets as provided for in the GovDeals software, and will not create links to any
other site, text or other information without the written consent of GovDeals.
8.0 Online Sales - Terms and Conditions: Attached hereto are model Online Sales — Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution modification must be submitted
to GovDeals in writing for posting to the GovDeals auction site. The Terms and Conditions
posted to the GovDeals auction site shall not modify, amend or affect the provisions of this
Agreement
9.0 Information and Security:
9.1 Client agrees that GovDeals is not responsible for the accuracy of information
provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to
protect information that is on its web site from inappropriate use and loss.
9.2 Client grants GovDeals a non-exclusive, non -transferable, irrevocable, and royalty -
free right to exercise any copyright or publicity rights Client may have in the
information it posts to the GovDeals server(s). GovDeals agrees to use this
information only for its intended purpose in support of this Agreement.
10.0 Interference: Client will not use any programs, routines, or applications in connection
with GovDeals that will interfere with the operation of the software or site. Specifically,
the Client will only communicate with the GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
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Copyright 2001, GovDeals, Inc.
Page 3
11.0 Proprietary Intellectual Property Exclusivity and Confidentiality: The propriety
Internet -based auction system, environment, and components (collectively, the "System")
provided by GovDeals under this Agreement are, and will remain, the exclusive property
of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual
property, including, but not limited to, all copyrights and trademarks of and to the
System. GovDeals is providing the Client hereunder with a license for said System solely
for its own use.
Client may not subcontract, sell, lease, transfer, assign or otherwise share said System
with any third party. Client acknowledges that the System constitutes the proprietary and
confidential property of GovDeals and agrees not to directly or indirectly use, employ,
divulge, disclose, transfer, or communicate to any person, firm, corporation or other
entity, in any manner whatsoever, any of the System or documentation/information
provided by GovDeals. In the event of termination of this Agreement, Client shall
promptly return to GovDeals or at the option of GovDeals destroy, all
documentation/information regarding the System.
Not withstanding, information received is subject to release as public information unless
the information can be shown to be exempt from the Texas Public Information Act.
Parties are advised to consult with their legal counsel regarding disclosure issues and
take the appropriate precautions to safeguard trade secrets or any other proprietary
information. The City assumes no obligation or responsibility for asserting legal
arguments on behalf of other parties. If a party believes that a bid or parts of a bid are
confidential, then the party shall so specify. The party shall stamp in bold red letters the
term "CONFIDENTIAL on that part of the information, which the party believes to be
confidential. Vague and general claims as to confidentiality are not acceptable. All
information that is not marked as confidential will be automatically considered public
information after this Agreement is finalized.
12.0 Warranty Disclaimer: GovDeals does not warrant error -free or uninterrupted use of the
GovDeals service. The GovDeals web sites, services, software and applications are
provided without warranty, express or implied, including, but not limited to, any implied
warranties for merchantability or fitness for a particular purpose. GovDeals, its directors,
officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or
any direct, indirect, special, incidental or consequential damages resulting from the services
offered herein.
13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Texas.
14.0 Counterparts: This Agreement may be executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
15.0 Non -Exclusive Engagement: This Agreement is not exclusive. The Client may utilize
GovDeals Sellers Agreement —V.4.5 — 2.25.05
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Page 4
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will not
simultaneously utilize other disposal approaches and GovDeals for a particular asset while
that asset is listed on a GovDeals auction.
16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
with respect to its subject matter.
17.0Promotional Reimbursement: Client acknowledges that GovDeals will pay Texas
Association of School Boards, Inc. (TASB) a promotional reimbursement for each sale made
through GovDeals.
18.0No bidding by GovDeals or TASB: Neither GovDeals nor TASB will bid on items listed
on the GovDeals website.
GovDeals Sellers Agreement —V.4.5 — 2.25.05
Copyright 2001, GovDeals, Inc.
Page 5
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
GovDeals:
By: VZLN .t,CatIQU�i it
Name: Robert L. DeBardelaben
Title: President
Date:
106
Primary Contact Person:
(Contract development)
Name: Forrest Simonton
Title: Sales Representative
Telephone Number: (512) 422-5923
Fax Number: (334) 277-0557
e-mail: fsimonton(cugovdeals.com
Primary Contact Person:
(Contract implementation)
Name: Tom Clark
Title: Vice President, Client Services
Telephone Number: (800) 613-0156
Fax Number: (615) 846-1154
e-mail: tclark(c;govdeals.com
Sellers Agreement Mailing Address and Contact :
Name: Christy Cleckler
Title: Marketing Coordinator
5913 Carmichael Place
Montgomery, AL 36117
Telephone Number: (334) 387-0476
Fax Number: (334) 277-0557
e-mail: ccleckler agovdeals.com
City of Round Rock:
By: p ry, j
Name. ukiews . 1 UPe.
Title:Ce r
Date:41( '3-24(,-n�
Primary Contact Person:
Name: Randy Barker
Title: Purchasing Supervisor
Telephone Number: (512) 218-3295
Fax Number: (512) 218-7028
e-mail: rbarker(around-rock.tx.us
GovDeals Sellers Agreement —V.4.5 - 2.25.05
Copyright 2001, GovDeals, Inc.
Page 6
GovDeals
Sellers Agreement
Online Sales — Terms and Conditions
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City of Round Rock
Round Rock, Texas
Online Sales — Terms and Conditions
All bidders and other participants of this auction agree that they have read and fully
understand these terms and agree to be bound thereby.
Guaranty Waiver. All property is offered for sale "AS IS, WHERE IS." City of Round Rock
(Seller) makes no warranty, guaranty or representation of any kind, expressed or implied, as to
the merchantability or fitness for any purpose of the property offered for sale. The Buyer is not
entitled to any payment for loss of profit or any other money damages — special, direct, indirect,
or consequential.
Description Warranty. Seller warrants to the Buyer that the property offered for sale will
conform to its description. Any claim for misdescription must be made prior to removal of the
property. If Seller confirms that the property does not conform to the description, Seller will
keep the property and refund any money paid. The liability of City of Round Rock shall not
exceed the actual purchase price of the property. Please note that upon removal of the
property, all sales are final.
Personal and property risk. Persons attending during exhibition, sale or removal of goods
assume all risks of damage of or loss to person and property and specifically release the seller
and GovDeals from liability therefore.
Inspection. Most items offered for sale are used and may contain defects not immediately
detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the
inspection dates and times indicated in the item description. Please contact Randy Barker,
Purchasing Supervisor, (512) 218-3295 office — (512) 218-7028 fax or e-mail: rbarkerround-
rock.tx.us to schedule an inspection.
Consideration of Bid. City of Round Rock reserves the right to reject any and all bids and to
withdraw from sale any of the items listed.
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Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from
GovDeals.
Payment. Payment in full is due not later than 5 business days from the time and date of the
Buyer's Certificate. Acceptable forms of payment are:
• Certified Cashiers Check
• Money Order
• Company Check (with Bank Letter guaranteeing funds — mandatory)
Checks shall be made payable to: City of Round Rock. Payments shall be made at the
location listed in the Buyer's Certificate.
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price
of multiple items) totals $5,000 or greater, the Seller may require a down payment from the
winning Buyer. This non-refundable fee will be 20% of the total purchase price. When the
Seller exercises this option, the Buyer will have 48 -hours from the time of issuance of the
Buyers Certificate, to comply with this requirement. If Buyer fails to comply with this
requirement within the stated time frame, the Seller can declare Buyer in default, bar them from
further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller
may negotiate with next closest bidder, re -list at another auction and/or pursue all legal
proceedings. All monies collected in escrow, will be deducted from total monies due at time of
final payment.
Removal. All items must be removed within 10 business days from the time and date of
issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as
specified. Successful bidders are responsible for loading and removal and any and all property
awarded to them from the place where the property is located as indicated on the website and in
the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary,
including packing, loading and transportation of the property. Under no circumstances will City
of Round Rock assume responsibility for packing, loading or shipping. Property may be
removed between the hours of 9:00a.m. and 3:OOp.m., Monday through Friday, excluding
legal holidays. For additional information, please contact Randy Barker, Purchasing
Supervisor, (512) 218-3295 office — (512) 218-7028 fax or e-mail: rbarkeraround-rock.tx.us to
schedule an inspection. A daily storage fee of $10.00 may be charged, for any item not
removed within the 10 business days allowed and stated on the Buyer's Certificate.
Vehicle Titles. Upon receipt of payment, but prior to release of vehicle, Buyer will be required
to fill out appropriate paperwork for transfer of title. Buyer will have thirty (30) days to complete
transfer of title, and provide verification to Seller. Titles may be subject to any restrictions as
indicated in the item description on the website. Open titles cannot be issued. City of Round
Rock will not issue replacement titles.
Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to
make good and timely payment; or (3) failure to remove all items within the specified time.
Default may result in termination of the contract and suspension from participation in all future
sales until the default has been cured. If the Buyer fails in the performance of their obligations,
Seller may exercise such rights and may pursue such remedies as are provided by law. Seller
reserves the right to reclaim and resell all items not removed by Buyer thirty (30) days from the
expiration of specified removal date.
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Copyright 2001, GovDeals, Inc.
Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees that they have
read, fully understand and accept these Terms and Conditions of Online Sales, and agree to
pay for and remove the property, if the bid is accepted, by the dates and times specified. These
Terms and Conditions are displayed at the top of each page of each item listed on GovDeals.
State/Local Sales and/or Use Tax. Buyers may be subject to payment of State and/or local
sales and/or use tax. Buyers are responsible for contacting the appropriate tax office,
completing any forms, and paying any taxes that may be imposed.
Sales to Employees. Employees of the City of Round Rock may bid on the property listed for
auction, so long as they do NOT bid while on duty.
GovDeals Sellers Agreement —V4.5 — 2.25.05
Copyright 2001, GovDeals, Inc.
3
DATE: May 26, 2006
SUBJECT: City Manager Approval
ITEM: Consider a resolution authorizing the City Manager to execute an
Agreement with GovDeals, Inc. to provide Internet Auction services.
Department: Finance Department
Staff Person: Cindy Demers
Justification: GovDeals, Inc. provides a means for the City to list items
for sale and for potential buyers to bid upon these items
via an internet-based auction system.
Funding:
Cost: Fee is a % of the sale price
7.5% of the sale price up to $100,000
5.5% of the sale price greater than $100,000 but less than $500,000
Source of funds: General and Utility Funds
Background Information: N/A
Updated 3-10-05