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2015-077ORDINANCE NO. 2015-077 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE NATIONAL JOINT POWERS ALLIANCE (NJPA) FOR PROPERTY DISPOSITION AND AUCTION SERVICES FOR THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 5741-AWARDED TO PROPERTYROOM.COM 1N THE THREE (3) YEAR ESTIMATED AMOUNT OF $225,000). WHEREAS, the National Joint Powers Alliance (NJPA) has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the National Joint Powers Alliance (NJPA) at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipmen � �t, supplies, or services, shown in the File Number listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5741 PropertyRoom.com $225,000 SEC°l"�ON 2. The City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto as Exhibit "A".. SECTION 3. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. � d� � � 2015 �� PASSED AND APPROVED this _��1��;�` of w w�'��,�� .._�.�..�� w�, �� ,� �� .. ..�.... ('1 �l��M 1�'�°.1:' � �, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY .� BY....._ ��'�:...�.� ' �� „ �� _ �u ��..m��._ � �� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �,M BY: , � � , '�r�� ,"�,�" �"""�° � . � r� �� .. �.�...�. ,—�'�_.__�—_... �-��:�,�. � ��d�� PROPERTYROOM.coM 5257 Buckeystown Pike, Suite 475 Frederick, MD 21704 Tel : 240.751.9123 Fax: 240.230.0229 Federal Tax ID: 86-0962102 Property Disposition Service Agreement Version date: 2015 - March ______y - Texas w... ... __.. __..... ......._ _ NJPA Agreemen M ... I Owner Name: Cit of Denton, _ t: Yes x No ❑ .. Maili.... ...... _� � ..m� .. .� ._� �..�._,� � ..� ng Address: 215 East McKinney Street NJPA Member #: .m. ..,. ..� City, State, Zip Denton, Texas 76201 Signature Date: ....._.._ .��m.. ...�.... 6..�... ...� _ � .��.... .�. . �..�.. Tele one:940-349-7100 Automatic Renewal: Yes ❑ No ❑ � Ex iration Date. One ear�ini N. � .�. _ ... �.. .�., ..� � Fax:940-349-7302 p' y tial term with two (2) one-year renewal options P imary Contact Name: Elton �D. Brock, Manager, Material�� r� s Primary Contact Email: Management elton.brock a�i�ofdenton.com Primary Contact Phone: 940-349-7133 _... ....m._ .... ...�.�.�.. ...... � ...............� .. m.....�.... � _....�...�_..... .._...._ I 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. 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. PropertyRoom.com � � � � f 1 °� � PropertyRoom.com Property Disposition Service Agreement 1. Items Requiring Services. Owner will designate items of property ("Property") it desires to provide to Contractor for Services. For the sake of clarity, in this Agreement, Property means smaller items, such as jewelry, electronics, bicycles and surplus spare parts, as well as larger items, such as cars, trucks, planes or industrial compressors. Contractor retains the right to accept or reject certain Property in its sole discretion. 2. Title to Property. Owner shall retain legal title to Property until it is purchased by auction or otherwise disposed of in accordance with the Agreement, at which time Owner will be deemed to have transferred title to the purchaser or other acquirer of the Property (the "Buyer"). Owner appoints Contractor as its representative and instrumentality to hold and offer for sale on Owner's behalf the Property, in accordance with this Agreement, Owner's Property shall, at all times before sale or disposition, be subject to the direction and control of Owner. Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to payment of every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds") belong to Owner, subject to payment of amounts owed by Owner to Contractor and to third parties pursuant to this Agreement, which amounts shall be disbursed by Contractor on behalf of Owner as provided herein. 3. Services Offered. Contractor offers four Services for storage, auction and disposition of Property. Owner may use all or any combination of Services depending on Owner's needs as well as the type and nature of Property. Descriptions below summarize the four Services. As and when applicable, for all four Services, Contractor agrees to use commercially reasonable efforts to store and auction Property, subject to the ultimate control of Owner. Contractor shall sell and dispose of Property "as is" without any liability to Owner. Contractor is solely responsible for identifying and resolving sales and use tax issues arising from Property sales, including charging, collecting and remitting such taxes. a. Portable Service. (Deleted Intentionally). b. Gold Service. (Deleted Intentionally) c. Titanium Service. (Deleted Intentionally) d. Platinum Service. The Platinum Service applies 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 and 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. a. The Agreement will become effective upon signature by the parties (the "Signature Date") and, as indicated in the top section of this Agreement, will continue for: (1) The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew the contract for an additional two (2) one-year periods. Initial Term— April 7, 2015—April 6, 2016 15t Renewal— April 7, 2016—April 6, 2017 2"d Renewal— April 7, 2017—April 6, 2018 This contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extend as needed, not to exceed a total of six (6) months. The Agreement may be terminated by either party upon 30 days prior written notice to the other party. PropertyRoom.com P a g� I 2�f 7 PropertyRoom.com Property Disposition Service Agreement 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. 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 shipping, buyer or other fees, nor does Winning Bid mean or include an amount that a Buyer commits to pay but later fails to pay. a. Portable Service — Deleted Intentionally b. Gold Service — Deleted Intentionally c. Titanium Service — Deleted Intentionally 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. For each vehicle asset sold at auction, Owner will pay to Contractor a fee equal to 12.5% of the Winning Bid. (2) Tow Fees. For vehicles that can be hauled on a standard vehicle transporter, such as automobiles and light trucks, tow services are provided for free within thirtv air miles of any Yard. A$10 tow fee applies for every additional 10 nautical miles, or portion thereof, over the first 30 free nautical miles. Any tow services not included above (automobiles and light trucks, shall be performed by the City of Denton. At any point that the Contractor fails to provide a Yard within thirty air miles of the City of Denton, this contract shall automatically be voided. (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) Net Proceeds. "Owner's Net Proceeds" shall mean the amount of the Winning Bid plus Citizen Payments (if any) paid to Owner after deduction and payment of Contractor Commission, and Tow Fees (if any). Payment Terms. �' +a� �N�� crrr� ��i��r c�f tl�� I�� +��r��t ��r �I�� +�r�n�� r�� I�t�r t9��n ;�� davs after the sale has been conducted, 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. During the performance of the services under this Agreement, Contractor shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by PropertyRoom.com �' � 9 � � � �'� � PropertyRoom.com Property Disposition Service Agreement the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A or above: Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. iii. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. iv. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. e. Contractor agrees, in order to help Owner comply with local �au��li'� ��tifi��kic�w� �k�t�utes, if any, as well as to help Owner achieve higher Winning Bids, to allow �7�v'ru�r �� pp�� '�� more clickable links (the "Links") from one or more Owner websites to www.f��c�p�riyR��ra^�.�;c�rr� r�r' other websites Contractor uses for sale of Owner items. Contractor agrees to supply technical requirements for Links to Owner. 8. Owner Obligations. Owner will complete paperwork reasonably necessary to convey custodial possession of Property items to Contractor, including a written manifest or list that describes the items of Property in sufficient detail for identification. Owner agrees it will not knowingly provide Property that is illegal or hazardous or infringes the intellectual property rights of any third party ("Prohibited Property"), including but not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ("knock-offs"), poisons or pharmaceuticals. In the event Contractor determines in good faith that any Property consists of Prohibited Property, Contractor shall have the right to immediately suspend or cancel (even if completed) any auction and immediately notify the Owner. Owner will make any final determination for disposal and shall be responsible for any return costs to the City. To the extent requested by Contractor, Owner will provide reasonable assistance in determining whether such Property in fact consists of Prohibited Property. In the event any Buyer asserts a claim that any Pr��y c:c.�w� yqst� �f i�r`�h�bited Property and Contractor determines in good faith that such clairr� i� i�e��a�ly lifl��l� t� be determined to be correct, Contractor may, in its discretion, accept t�� tt�rn c��' ��k� C�rc��a�rty and refund the Sales Price for such Property to Buyer, in which event Contractor may then return such Property to Owner and such refunded Sales Price shall be invoiced to the Owner. 9. Restrictions on Bidding. Contractor and its employees and agents may not directly or indirectly bid for or purchase auctioned Property on Contractor websites. 10. Representations and Warranties of Owner. Owner hereby represents warrants and covenants as follows (the "Conditions Precedent"): a. Property delivered to Contractor is available for sale to the general public without any restrictions or conditions whatever and does not consist of Prohibited Property; and PropertyRoom.com � a � � � � °� � PropertyRoom.com Property Disposition Service Agreement b. Owner has taken necessary actions for Owner to auction the Property or to transfer title to the Property to Buyers. 11. Books and Records. Contractor will keep complete and accurate books of account, records, and other documents with respect to the Agreement ("Books and Records ) for at least 3 years following �� Agreement expiration or termination. Upon reasonable notice, Books and Records will be available for inspection by Owner, at the location where Books and Records are regularly maintained, during normal business hours. 12. Assignment. The Agreement may not be assigned, in whole or in part, by either of the parties without the prior written consent of the other party (which consent may not be unreasonably withheld or delayed). No delegation by Contractor of any of its duties hereunder will be deemed an assignment of the Agreement, nor will any changes in control or any assignment by operation of law by either party. Subject to the restrictions contair�ed in this section, the terms and conditions of the Agreement will bind and inure to the benefit of each of the respective successors and assigns of the parties hereto. 13. Notices. Any notice or other communication given under the Agreement will be in writing and delivered by hand, sent by ��irr�r6t� (pa'�vi�i��l ��r�cswrN��i�rr��r�� r��,�i�t t��r��a� i� d�li��r�d to the sender), sent by certifie�, r��i�t�r�ci u��il �� I t�y �rry n��i��lly r��nGze� �v��i7�gN�1 ��rier service to the addresse� ��r�vnc�� r� th� �agi��tu�� e�� c�� t17� i1,c�r�e�r��n�. �"�� trki�� or��y, from time to time and at any iaw�ra�r �,I��d°a�� ir re��S�cCMV� �dd�� cr� �� +aviA,C P��va� thc� r1��t to specify as its address any other address by at least 10 days written notice to the other party. 14. Interpretation. Whenever possible, each provisian �1'th� �,r�ra�err��r�� ti�iel I�� icat�r�r�:tc�c6 ia'� s��h � manner as to be effective and valid under applic��A� N�w�, �a�t ii �ny �ar'c�vi�"t�a� c?f �� l�,c��'��'�� N� r7�r� to be prohibited by or invalid under applicable I�u�„ ��ti�h �ar�aw�is��an +��IG ta� ir��tiv� �rol�r tt� tl�r� ��t�a'ro� of such prohibition or invalidity, without invalid��ir�g ll�� r�r��An�i�r �� c�� rc�vn�+�c� �r tk�� r�r��ndr�� provisions of the Agreement. The Agreement he��9ir�� a°� in��rC��' ��r �;ar�v�nwc�rw�� f r��r��c� c�w��y and shall not constitute a part hereof. 15. Governing Law. The internal law, and not the law of conflicts, of the State of Texas 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 will be the State of Texas, Denton County, and the parties waive any right to object to the venue. 16. 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 venk�w�'c.�„ ��ar�rti�r�N�i�, �r��q��o��r�t �r kr�.� �� r��?%� between the parties with respect to the subject rr��at��r �f �t�� A�r��:�C. ��t �� :��'��Y provided in the Agreement, neither party will hav� ��ay �altd�c�raty� �ar ��r�a�r �rh��fs�a�v�� t� �r�t�� ant�� ny agreement, contract or commitment on behalf of �� crta��r, �r �cs �,a°e��t� �N�y I"s��YNty �� s��ali�at�ar� whatsoever on behalf of the other, to any person �� a��i%�. �'c�r�tr�.c�ar �P�aGd �� N��k�i� ��ar �i"r� ��t�o� Losses incurred by reason of Contractor's fraud, c�o°�sss r��1ig�N'�� s�� vv�Nlft�l p�r�i��c��d�r��.. 18. ��r�� I'�,��ar�� i��N��u� p��+ �viA� b�a I��k�� 1`'�.�r� ��r�y f�i}�r�s� r�f �ar d�1��y� i�°M ��w��c��r��r�a��r �f �I't�� Agreement �n� �� a�ri�s� �h�� h f�i�u�c� r�r ��I�y i� �k�� ct� �� s�i, ��M.��r�� r��wr�y, +wv��„ s�r��q�� • labor disp�r,t�s, c�� ny �rther c��a�� b�ys�r�� t1`�� p��tp��' a��rr�s��1� ��ar�k��c�l ��r �"`��a�°c� �+N�j�u�e"), it being uc��9ar�t�a��l th�� Ia�C� ��t �ir��ar��i�) rc��.7�� +�+uIN r�ca� t� �� r�p�� c;�� ya�� rt�"� 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. PropertyRoom.com � � 9 e I � �� PropertyRoom.com Property Disposition Service Agreement This Agreement, including all of the terms and conditions set forth above as well any addendum prepared by the Owner (indicate inclusion of Owner Addendum by checking here:_ Addendum 1� comprises the entire Agreement betvireen the Parties. This Agreement cannot be modified except in writing by the duly authorized representatives of both parties. Signor Name: Signor Title: Signature: Date: OWNER � � �.�. � �� ' �� w. .� �� .._� �'� ,,�°� �� ,��,� , a� � �� .�� r'�,s'PRCVED AS 70 FORM: CITY ATTORNEY CI"IY OF DENTON, TEXAS rv � �" � � � � `i , �^�� °�,� d � .�m �„�, CONTRACTOR Andrew J. Nash &��a��r� ;� CEO � �� ,, �, �� ._ �, "�,� "�� PropertyRoom.com P a g e � 6 of 7 PropertyRoom.com Property Disposition Service Agreement Addendum 1 to Property Disposition Services Agreement This addendum is attached to and made part of Citv of Denton, TX Property Disposition Services Agreement dated February 03, 2015 (the "AgreemenY'). In the event of a conflict between the provisions of the Agreement and this Addendum, the terms of this Addendum shall govern. The Agreement is hereby modified as follows: 1. This addendum outlines the alternate vehicle title procedure for the Platinum Auction Service between the City of Denton, TX and PropertyRoom.com. PropertyRoom.com's has agreed, and through its authorized subcontractor, Copart, to receive official assigned title to vehicles sold for the City of Denton, TX after the sale(s) transaction has been completed,. This sale procedure has been approved to satisfy the city's legal requirements, so that the city may assign title at time of sale. The following procedures shall be accomplished, and can only be amended in the form of amendment to the original contract: 1. The City of Denton, TX will provide photo copies of, or scan and email, original titles for all vehicles to be sold at auction before the vehicles will be sold. 2. The Contractor, thru its authorized sub-contractor (Copart) will provide purchasing and vehicle sales information, which is satisfactory to the Owner, to the City of Denton, TX within 24 business hours of receipt of payment after sale of vehicle. An example of purchasing and sales information satisfactory to the Owner would be a"paid receipt" from the actual sales transaction, which fully details the Buyer's name, address, and vital information. Contractor will confirm and verify the identity of all buyers. 3. The City of Denton, TX will provide the assigned original title to the Contractor, thru its authorized sub- contractor (Copart) within 48 hours of receiving information of sale. 4. Upon completion of the sale of the City of Denton vehicle, PropertyRoom.com shall ensure that the appropriate Texas Motor Vehicle Transfer Notification Form (Texas VTR-346) has been completed. The City of Denton, TX will have 24/7 electronic access to login and download forms Texas 130U and Texas VTR-346 after completion of the sales transaction to the Buyer. 5. PropertyRoom.com is fully responsible for collection of any applicable local, State, or Federal taxes, from any Buyers of vehicles from the City of Denton. In all instances, PropertyRoom.com (Contractor) is �uqR�+ r��c�n�i�N�p� �c� ��R�t� �6�� N°��{�.uuc��nts of the original contract, and this amendment, and ensuring t��t «�ray �"r�rp��ty �ac�r��.��rr�u ��ub��ru�ra�tar meets the contractual requirements as well. Submission of Che ��N�� tr�n�,�a�t��aq'� irr��arcra�tic�in, ��rr��l��'i�n of the appropriate Texas Department of Motor Vehicle Forms, and submittal of final payment to the City of Denton shall be completed with the upmost urgency. OWNER � Signor Name: �" ��,�� "� �"° � Signor Title: �` � � �� :� � ` � ��-� d � � ��" �'� �" �. �� Signature: �" � �,,,� ��°""""� °� .w �_�� .. ,�,. � � � Date: PropertyRoom,com CONTRACTOR Andrew J. Nash P�`�� '� ��`EO �� , ,�� : � � � .�, � ��...� .,� �� I';�'PROVED AS 70 FORM: CITY A1�T�JRNEY CI IY OF DENTON, TEXAS � �� '� � �� " �� f; r": � .... _ �� '� � �- �°� „�° Page �7of7