HomeMy WebLinkAboutContract 54008 CIT'Y SECRETARY
R� CONTRACT No.
,`tev 1 p 2020
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a home-rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and LONE STAR AUCTIONEERS,
INC. ("Vendor"), a Texas corporation acting by and through its duly authorized representative, each
individually referred to as a"party" and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B,and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions in the body of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall provide auction services to facilitate the sale of City-owned salvage, operational, or
non-repairable vehicles and equipment. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. TERM.
This Agreement shall begin on June 09, 2020 ("Effective Date") and shall expire on June 8, 2021
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,
for up to four(4) one-year renewal options.
3. COMPENSATION.
Vendor shall pay to the City the net proceeds from the Auction Items sold, less Vendor's fees in
accordance with Exhibit`B"-Price Schedule. Vendor shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient fun appropriated—
by City in any fiscal period for any payments due hereunder, City will notify Vendor 'f such occurrence ,r
�l
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and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor,for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event, Vendor shall, in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
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responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers,agents, servants and employees, and Vendor, its officers, agents,employees, servants, and
subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered
a Co-employer or a Joint employer of Vendor or any officers,agents, servants,employees or subcontractors
of Vendor. Neither Vendor, nor any officers,agents,servants,employees or subcontractors of Vendor shall
be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
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restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall execute a
written agreement with Vendor referencing this Agreement under which the subcontractor shall agree to be
bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may
apply. Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
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$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager,City
of Fort Worth, 200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
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VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Lone'Star Auctioneers,Inc.
Attn: City Manager's Office 4629 Mark IV Parkway
200 Texas Street Fort Worth,TX 76106
Fort Worth,TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
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18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
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commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b) refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright,patent,trademark,trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
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indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services with a company with 10 or more full-
time employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds
of the City unless the contract contains a written verification from the company that it: (1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The term "boycott Israel" has the
meaning ascribed to it by Section 808.001 of the Texas Government Code. The term"company"shall have
the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that
Chapter 2270 of the Government Code is applicable to this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel;
and(2) will not boycott Israel during the term of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on
the dates set forth in Section 2.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
By: contract, including ensuring all performance and
Name: Jesus Chapa reporting requirements.
Title: Deputy City Manager
Date:
By:
APPROVAL RECOMMENDED: Name: Chris s
Title: Assistant Director Property Management-
Fleet Division
APPROVED AS TO FORM AND LEGALITY:
By:
NaliiWlSteve-Cooke
Title: Director, Property Management
Department By: f C 11 &"V'VU'1'
ATTEST: Name: Richard Mc acken
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZ TION:
M&C: A— 0363 l0(`I��
By: f r
Name: a K ser F y'� f� l'a �f�: "3'�YD 67603
Title: City Secretary
VENDOR:
,i:Y,� f��,fwrnt�?• ,/
ATTEST:
By: By:
Name: Marilyn K. Burgess Name: MarCi Howie
Title: Title: Accounting Department
Date: May1=4, 2020
OFFICIAL RECURG
CBTY SECRETARY
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EXHIBIT A
FORT WORTH-,
SCOPE OF WORK
Vendor shall provide City with auction services to facilitate the sale of City-owned salvage,operational,
or non-repairable vehicles and equipment primarily during online internet auctions and at live public
auctions. The City reserves the right to add/delete any additional Auction Items as needed.
1.0 ENGAGEMENT
1.1 Vendor shall sell at public absolute auction sales City's property identified by City
("Auction Items")that Vendor agrees to sell such as,but not limited to:vehicles,equipment
and other related miscellaneous items such as toolboxes, vehicle consoles, etc.
1.2 Vendor shall conduct all sales of Auction Items from Vendor's property.
1.3 Prior to taking possession of each Auction Item,Vendor shall conduct an inspection of the
Auction Item to determine the Auction Item's condition and to identify any leaking
petroleum or chemical substances. Vendor may refuse to take possession of any Auction
Item that is leaking petroleum or chemical substances. After Vendor takes possession of
an Auction Item and leaves City property, the Vendor shall be responsible for all clean-up
and disposal of petroleum products or chemical spills coming from an Auction Item, and
all costs associated with the clean-up and disposal.For purposes of this Agreement,Vendor
takes possession of an Auction Item when Vendor begins to load an Auction Item onto
Vendor's transport vehicle from City's property for transport to Vendor's property.Vendor
shall obtain possession of each Auction Item and transport each Auction Item to Vendor's
property prior to each sale.
1.4 City of Fort Worth shall allow Vendor to charge a Buyer's Premium.
1.5 City of Fort Worth reserves the right to request a minimum reserve and may change the
minimum reserve, when necessary.
1.6 Vendor shall submit proof of a valid auctioneer license required by Texas law for live
auctions to the City.
1.7 No auctioned items of any kind for any auction shall be transported, shipped or arranged
to be transported or shipped by the City.Towing service and/or coordination shall be the
responsibility of the Vendor. Fees for the pickup of non-vehicular items such as generators,
mowers,large auto parts,forklifts,air compressors,etc. are based on the flat transportation
rate listed in Exhibit B.
1.7.1 All vehicles and equipment will be towed from the following locations; which
are all within the city limits:
NAME LOCATION
Brennan Body Shop 2400 Brennan Ave.
Fort Worth,TX 76106
James Ave. Service Center 5021 James Ave
(Heavy Duty &Light Fort Worth,TX 76115
Duty)
North Service Center 317 Hillshire Dr.
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Fort Worth, TX 75052
Southside Service Center 4100 Columbus Tr.
Fort Worth,TX 76133
Water Service Center 2222 W. Daggett St
Fort Worth,TX 76102
1.8 Large trucks and equipment such as: backhoes, dozers, graders, excavators, compactors,
etc.,will not always be in"drive on"condition for purposes of loading.
1.9 The City will not provide a forklift,but will provide assistance in loading large heavy items
such as generators, non-trailable compressors, and engine blocks on a case-by-case bases
due to weight and with advanced notice.
1.10 Vendor shall be responsible for all communication with potential bidders regarding items
included in the auction via phone or other means of communication.
1.11 Unless otherwise directed by the City,unsold vehicles and equipment will be rescheduled
and re-auctioned at the next available auction.
1.12 Vendor shall be responsible for taking photographs of vehicles, property and equipment
and lotting items for online auctioning purposes. All items will be pre-lotted before start
of auction by the Vendor. The City shall provide a list of items for auction on a manifest to
the Vendor in Excel format. The list will include: lot #, equipment number, year, make,
model, vehicle comments, engine size, transmission size, fuel type, mileage, VIN#, and
title. The list provided by the City will not include "known conditions." All items are in
unknown working condition and no specific mention of any defects will be listed such as:
no battery, alternator missing, bad transmission, does not start, running when parked, etc.
Vendor shall take possession of any property and equipment to be sold and distributed out
of Vendor's facility.
1.13 Many bidders that participate in City auctions are Spanish-speaking only.The Vendor shall
have a minimum of one(1)fluent Spanish speaking employee available at all auctions and
available for all auction related functions, including but not limited to, live auctions,onsite
auctions,and Vendor's business office. The Spanish speaking employee can be in addition
to or one of the employees required by this Agreement.
1.14 Vendor may,in its sole discretion, accept or reject any Auction Items proposed for auction
sale by City such as: hazardous chemical leakage, un-securable merchandise,or other case
by case items, determined unsafe for transportation on the State of Texas public roadway.
Vendor shall stage and tow away vehicles and provide holding units for potential Auction.
1.15 Vendor shall register bidders and assign bidder numbers.Registration should include name,
current address, telephone of the person being registered to bid, name is to appear on the
title and/or receipt and method of payment. Copies of the computer generated list of
purchasers must be provided to the City's PMD Fleet Division with payment and
information package.
1.16 The City shall rekey police vehicles on City property prior to being removed and disclose
when keys are not available for other vehicles and equipment.
1.17 Vendor shall surrender vehicles to customers on the day of the auction closing or alternate
date as agreed upon between Vendor and winning bidder. Vendor shall distribute all
available keys to purchasers of vehicles.
1.18 Vendor shall sell all Auction Items on an "As Is,Where Is" basis without any warranty of
any kind, expressed or implied. Restricted sales- salvage or non-repairable units deemed
legally a total loss shall only be sold in a restricted status. Buyer shall provide registered
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salvage dealer license from State of Texas.
1.19 Vendor shall make every effort to ensure that each bidder is at least eighteen(18)years old
and that bidders have been informed of the terms and conditions of the auctions and release
the City from claims on warranties. Sales shall be made to the highest responsible bidders.
Vendor shall register only those individuals who have complied with auction rules.Current
City employees, members of their immediate families or authorized agents for said
employees shall not be registered to bid. Vendor shall submit buyer's name, address, and
phone number of all winning bidders at close of auction for verification by the City.
1.20 Vendor shall provide all necessary employees to achieve the efficient and orderly
performance of the Services contemplated by the agreement. Vendor shall employ
qualified personnel to perform the Services and shall perform the Services in a professional
and skillful manner.
1.21 Certification of Title.The starting date of the auction shall be used to determine the delivery
date for the titles to the vendor. The City will deliver signed certificates of title and any
other related paperwork such as a seller-specific bill of sale,for each Auction Item no later
than 10 days prior to the auction date. If City does not deliver the necessary paperwork for
an Auction Item at least 10 days prior to the auction date,Vendor will not make the Auction
Item available for sale at the auction and will delay the sale of the Auction Item to a future
auction date.
1.22 Upon taking possession of an Auction Item, Vendor's insurance, required by the
agreement,shall cover all claims for damage to an Auction Item, except for acts of God.
1.23 City, and any agent of City acting in the course and scope of their employment, shall not
bid on or buy-back any Auction Items.
1.24 If City, or any agent of City acting in the course and scope of their employment, attempts
to bid on or buy back any of the Auction Items, Vendor will, at Vendor's discretion:
1.23.1 Pass the Auction Item currently being offered for sale; or
1.23.2 Sell the Auction Item to the last "Good Faith"bidder before City, or the agent of
the City acting in the course and scope of their employment,began bidding on such
Auction Item.
1.25 City is not required to pay for appraisal or certification and does not require appraisal or
certification.
2.0 ONLINE AUCTION
2.1 The City will provide Vendor,by email, with a manifest list of goods in Excel format with
a brief description five (5) days before any scheduled auctions. The list of goods will
provide a total of surplus and miscellaneous items.
2.2 Vendor shall pickup all items for online auctions as set forth in this Agreement.
Photographs shall be taken by Vendor.
2.3 Vendor's website shall be that which is acceptable and meets the common standards or
practices within the online auction industry. Vendor's website shall be easy to navigate,be
able to handle a large customer base and have the ability to grow to encompass an unlimited
number of current or new customer base and auction surpluses as needed. Vendor's website
must have the ability to handle all items to be auctioned including but not limited to:
descriptions, digital photographs, and all terms and conditions for multiple City auctions
along with other separate agency auctions.
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2.4 Vendor's website shall provide six (6) pictures of each Auction Item and provide date of
sale.
2.5 The City shall provide a list of items for auction on a manifest to the Vendor. Vendor shall
take possession of any property and equipment to be sold and distributed. All sales and
distribution shall occur from Vendor's property.
2.6 Vendor's online auctions shall consist of various City-owned property on an as needed
basis. Property and small equipment (non on-road or non-off-road equipment) shall be
picked up and removed by the Vendor at the designated and agreed upon pick up time and
location.
2.7 The City's Auctioned Items shall be placed on an electronic and/or hard copy manifest by
the vendor.
2.8 The City shall provide different numbering for each account that will be provided to the
Vendor and used for different departments and for different accounting purposes in order
to track the items and streamline the accounting for specific departments.
2.9 The City will provide a final and updated list of Auction Items prior to an auction going
live. An assigned City of Fort Worth employee will approve the lots and groupings within
one business day of providing the list.Vendor shall not divide auction lots unless otherwise
authorized and approved by the City.
2.10 Vendor shall take photographs for all items included in each lot as described in the provided
manifest mentioned in Section 2.1.The City must be able to track the progress of each item
included in each lot on the Vendor's website up to the close of auction.
2.11 Vendor shall notify the City of any non-saleable items. Both the City and Vendor must
agree that the item has no value. City will schedule removal of non-saleable items from
Vendor's property.
3.0 AUCTION DATES AND TIMES
3.1 Auctions shall begin and end at the times and dates mutually agreed to between City and
Vendor.
3.2 The list of Auction Items and photographs of the Auction Items shall be submitted to the
City five(5) business days before the auction day.
3.3 Auctions shall run for duration of no more than a maximum of 21 calendar days, one of
which shall be a City business day for preview. An extension of the auction may be
mutually agreed upon by both the City and Vendor.
3.4 Auction preview shall be at or near the seventh day of the auction duration during the hours
of 8:00 AM to 4:00 PM on a City business day by appointment with the Vendor or
appointed representative. Preview can be by other methods
3.5 The internet auction site shall be a secured site(not a shared site)which is available 7 days
a week,24 hours a day. Qualified bidders should be able to use their debit or credit card to
pay for bids online.
3.6 Vendor shall use a method which is common practice within the online Auctioning industry
to close or stop taking bids from the customers for each lot once the highest bid is reached.
3.7 Time for payout by successful bidders shall run for a duration of no more than a maximum
of three(3)business days from close of auction. At the end of the three(3)business days,
if payment has not been made, Vendor shall deem bidder as a no pay/walk and that bidder
shall not be allowed to participate in future live or online City auctions. and the item shall
be listed at a future auction. The Vendor shall be responsible for collecting and paying all
sales tax.
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4.0 PAYMENTS
4.1 Vendor shall deduct the seller's fee from the gross proceeds of the auction sale.
4.2 In the event that a successful bidder fails to pay Vendor for an Auction Item for which such
bidder is designated to be the high bidder,then the applicable Auction Item will be deemed
a 'No Sale"and no commission will be charged to the City for the Auction Item and the
City will retain ownership of the Auction Item. The Auction Item will be resold at the next
available auction to the highest bidder.
4.3 Vendor shall charge and collect from the purchaser of each Auction Item the purchase price
and all applicable taxes. Vendor will collect payment in full from each purchaser before
the purchaser may remove the Auction Item from the auction site.
4.4 Within fourteen(14)business days following an auction sale,Vendor shall pay to the City
the net proceeds from the Auction Items sold, less Vendor's fee and also provide a
summary statement in the form required by the City ("Final Auction Results"). Payment
shall be made by Vendor to the City by wire transfer. When Vendor delivers payment to
the City, Vendor shall deliver to the City:
4.4.1 An invoice listing each Auction Item sold;
4.4.2 A list of all unsold Auction Items; and
4.4.3 A buyers list indicating the name, address, and telephone number of each buyer
who purchased an Auction Item.
4.5 Vendor shall provide an invoice to each successful bidder and the City showing lot number
purchased with description,bid amount and any applicable taxes when the bidder pays for
the Auctioned Item.
4.6 Vendor shall be fully responsible for the collection and security of the money, during the
auction and until the funds are delivered to the City or assigned representative.
4.7 Vendor shall be responsible for establishing criteria for accepting payment from registered
bidders. These criteria will be in writing,posted at the auction site, and a copy included in
all auction advertisement and website.
4.8 Vendor shall bear the expense of any check or payment method that is returned for
"insufficient funds" or "closed account." If the Vendor accepts personal checks or other
methods of payment from bidders, the check or payment must be made in the
4.9 Vendor shall collect sales taxes on property/merchandise that is taxable, such as: shop
equipment, "untitled" vehicles, "hulls" and/or vehicle parts that are sold at the auctions.
Vendor shall be responsible for making all sales tax payments to the State of Texas at the
prevailing rate.
4.10 The City of Fort Worth will not be responsible for any shipping arrangements between
Vendor and a successfully bidder.
5.0 REPORTS-FINAL AUCTION RECONCILIATION
5.1 Vendor shall submit the following final reports electronically to the City at the end of each
auction:
5.1.1 Auction Status Report—Summarizes the financial details of the auction including
the total sales, total applicable sales taxes, shipping and handling and insurance,
total buyer charges, total buyer payments, net due from buyers, total consignor
sales,total commissions earned,and net due to consignors;
5.1.2 Final Statement Report — A consignor status report which details the sales by
agency, accounting code, fund code, department or any other allocation of funds.
This report enables the tracking of the sales for each district or fund account. This
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Lone Star Auctioneers,Inc.
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report is generate by district, fund or department account and provides the auction
(lot)number,winning bid amount,tax(if applicable),number of lots sold and total
sales for that district,fund or department, commissions and expenses, and net due
consignor;
5.1.3 Consignor Summary Report—Summarizes the total sales, commissions,expenses
(if applicable),and total due the consignor for a group of auctions by district, fund
or department for a client and gives the total of those categories for that client;
5.1.4 Active Buyers Report—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. This report is available in Excel format;
5.1.5 Buyer Payment Report — Provides details of payment amounts, payment type
(cash, certified check, money order, wire transfer) and sequential invoice number
by buyer including buyer number, buyer and company name and address, phone
and fax number. This report is available in Excel format;
5.1.6 Lot Sales Report — Lists the group's auction in lot-number-order giving the
description, buyer number and the winning bid price totaled to match the other
consignor reports. This report is available in Excel format;
5.1.7 Sales Tax Report—Lists the taxable sales,tax rate and total taxes by consignor(if
sales taxes are applicable). This report is available in Excel format;
5.1.8 Accounts Receivable Report—Lists by sale the buyer number and name,the phone
number, the amount due, payments and any account receivable balance by buyer
total for the sale. This report is available in Excel format; and
5.1.9 Unsold Lots Report—Lists any lots which did not received bids, therefore were
unsold.
5.2 Vendor shall have fully computerized operations for completing all auction reports.Reports
provided to the City by the Vendor with full disclosure of all items turned over to the
Vendor for the online auction,shall include,but not be limited to a:
5.2.1 Totals Report—Summarizes the number of lots listed,number of lots sold,number
of participating bidders,number of winning bidders, and number of bids placed;
5.2.2 Auction Listing Summary —Actual copy of the City's auction title page which
lists all pertinent information on auction such as date and time of closing, location
of items, highlights of items being sold, categories of items, special notes, terms
of auction including payment terms, removal terms, removal locations and any
special instructions regarding removal; and
5.2.3 All Lots Report — Lists each lot number, lot description, final sales price and
winning bidder number for all auctions to the Purchasing Division.
5.3 Vendor shall provide additional reports deemed beneficial to the City such as, but not
limited to: Depreciation,Historical Data,Previous/Post results.
6.0 ADDITIONAL INFORMATION
6.1 The City will not enact a holding period on any items scheduled for auction, all items are
considered released for auction sale upon removal from City Property. Vendor shall pick
up smaller (non-on-road or non-off-road equipment) items to be processed for online
auctions on a monthly basis. Smaller items include,but are not limited to,medium to large
size items that can be boxed and/or multiple items that can be stacked on a pallet. Vendor
shall pick up items by appointment only during Monday through Friday between 9:00 a.m.
—3:00 p.m.
6.2 The City reserves the right to inspect all equipment,tools and facilities required to be used
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Lone Star Auctioneers,Inc.
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in the performance of this Agreement.
6.3 Vendor's equipment, tools and facilities shall function properly and shall remain
operational during the term of the Agreement.
6.4 Vendor shall ensure all equipment, tools and facilities used in the performance of the
Agreement are fully maintained clean,in good working condition,suitable for the intended
purpose and operated by qualified personnel.
6.5 Vendor shall store items for auction in a secure location.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Auction Services Vendor Services Agreement Page 17 of 19
Lone Star Auctioneers,Inc.
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EXHIBIT B
PRICE SCHEDULE
O TWbIRTIf,
CITY OF FORT WORTH BID OFFER
Evan!ID n — apo INwitad: €VENT DETAIRB
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Evaat?Ruullr) veralon Submit To: r r r,1 Fort tAbM
1— PU1ROHASIN3 UI'JI ICIN
Evwa Nnmr LONER LEVEL C"I4ALL
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Liar. []+rlalls
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FiJLLIG,+,3SCUJTE.AUCTIONSALEE%.4LTYQVJNE Co CA
IT40�1liJY, MANDOWJNEFEE: 5500tJ00
Lltw 2
Drracilpilaw gly _k)fllt _ UnitP�l�w Fatal
LbNsmmi 5ER'vICE Fes: i IM EA _
Linn: 9
Dcscrlption_ t1tV _UnIL_------ Uni[Prieo Total
orrwMIS"40Nti``on the co'4RR salvo price R 1 im EA. _
avt'vahYJa7: 5 #,
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�tseod.4U.O Will UnN it Pri-a___--- .- Ta
T6WFEE FLATMt4TEFi IM Eft
$$S®m $85
Total Bid Ammft, 95+5%
ADDITIONAL SERVICES:
L-5tription,
I'ME WORK
Lane Stir A rflonark will preparF&id ramp+ete 7111e wo*
for each titled wehidc sv'.d under this contrxt. A.°I hlue tltles
will be sen!by Certified USP'O mail signed receipt required}
upon receipt of fuel P&J7Petit from huger.
1171E FEES Clay Unit Urit Price ratal
1 EA $0.0D $0.ab
Auction Services Vendor Services Agreement Page 18 of 19
Lone Star Auctioneers,Inc.
Rev. 10/19
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Lone Star Auctioneers,Inc.
4629 Mark IV Parkway
Fort Worth,TX 76106
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
Ma 'yn K. Rurges E,OdPrwsident Lone Star Auctioneers,Inc.
5i�;nu4ur�
2. Name: Ed Lanford,Jr.
Position: C.O.O. Lone Star Auctioneers, Inc.
Signature
3. Name:
Position:
Signature
Mane: Marilyn K.BU�f
'tirlt �ire nl residrnt/t EtlQN --
l7ther Title: _
Date: May 14, 2020
Auction Services Vendor Services Agreement Page 19 of 19
Lone Star Auctioneers,Inc.
Rev. 10/19
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/02/20 M&C FILE NUMBER: M&C 20-0353
LOG NAME: 13P20-0039 AUCTION SERVICES LSJ PMD
SUBJECT
Authorize the Execution of a Revenue Agreement with Lone Star Auctioneers, Inc.for Auction Services of City Owned Vehicles and Equipment
and Authorize Four Annual Renewal Options for the Property Management Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a revenue agreement with Lone Star Auctioneers, Inc.,for auction services of
City owned vehicles and equipment,and authorize four annual renewal options for the Property Management Department.
DISCUSSION:
The Property Management Department(PMD)approached the Purchasing Division for assistance with securing an agreement for auction
services of City-owned vehicles and equipment that will be purchased on an as-needed basis. Purchasing Staff issued an Invitation to Bid(ITB)
that consisted of detailed specifications describing services the auctioneer is to perform under this Revenue Agreement(Agreement).
The Bid was advertised in the Fort Worth Star-Telegram on December 24,2019,January 1,2020,January 8,2020 January 15,2020,January 22,
2020 and January 29,2020. Thirty-six vendors were solicited from the purchasing vendor database and three responses were received. The
proposals were reviewed by an evaluation committee consisting of staff from the Police Department and Property Management Department.The
evaluation factors included listing,vendors'qualifications and Governmental Auctions Industry References,and experience with auctioning
services. The committee provided ratings for all three responses and the bid response from Lone Star Auctioneers, Inc. received the highest
ratings and is determined to provide the best value to the City of Fort Worth.
Lone Star Auctioneers, Inc.will be required to facilitate the sale of City-owned salvage,operational or non-repairable vehicles,and equipment
primarily during online intemet auctions and at live public auctions. This is a revenue generating agreement with auction proceeds credited to the
appropriate City fund account center.
PRICE ANALYSIS-Lone Star Auctioneers, Inc.offers 5%on the collected selling price of each vehicle.Overall, percentages being recommended
are considered fair and reasonable. No guarantee has been made that a specific amount of vehicles and equipment will be sold;however,375
vehicles were sold in the last two years,which generated a revenue of$1,013,635.00.
An administrative change order or increase may be made by the City Manager in an amount up to$50,000.00 and does not require specific City
Council approval as long as sufficient funds have been appropriated.
M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the
M/WBE Office,in accordance with the BIDE Ordinance,because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
Upon City Council approval,the Agreement shall begin upon execution of the Agreement and expire one year from that date.
RENEWAL OPTIONS-This Agreement may be renewed for four additional one-year renewal periods. This action does not require specific City
Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the contract,funds will be deposited to
the General Fund. The Property Management Department(and Financial Management Services)is responsible for the collection and deposit of
funds due to the City.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Reginald Zeno 8517
Steve Cooke 5134
Additional Information Contact: Cynthia Garcia 8525
LaXita Slack-Johnson 8314